Sinopec Engineering Group Co Ltd. - AGM Information 2020

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SINOPEC Engineering (Group) Co., Ltd ., you should at once hand this circular, together with the accompanying proxy form, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

(a joint stock limited liability company incorporated in the People’s Republic of China)

(Stock Code: 2386)

REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2019 REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2019 AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2019

PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2019 PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2020

PROPOSED AMENDMENTS TO THE ARTICLES

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

PROPOSED CHANGE OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2020 AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2020

GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES

A letter from the Board is set out on pages 5 to 16 of this circular.

An extract of the notices convening the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting to be held at the Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on Friday, 8 May 2020 is set out on pages 17 to 28 of this circular.

If you intend to attend the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Friday, 17 April 2020.

Whether or not you are able to attend the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time scheduled for holding the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting (or any adjourned meeting thereof). Completion and return of the proxy form shall not preclude you from attending and voting at the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting or any adjournment thereof should you so wish.

* For identification purposes only

23 March 2020

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF DOMESTIC SHARES CLASS MEETING . . . . . . . . . . . . . . . . . . . .	21
NOTICE OF H SHARES CLASS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES,
THE RULES AND PROCEDURES FOR
THE SHAREHOLDERS MEETINGS AND
THE RULES AND PROCEDURES FOR
THE BOARD MEETINGS. . . . . . . . . . . . . . . . . . . . . . . .	29
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	38

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings.

“AGM” the annual general meeting of the Company for the year 2019 to be convened and held on Friday, 8 May 2020
“Articles” the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
“Board” the board of directors of the Company
“Company” SINOPEC Engineering (Group) Co., Ltd., a joint stock limited liability company incorporated under the laws of the PRC on 28 August 2012, which is listed on the Hong Kong Stock Exchange (Stock Code: 2386)
“Company Law” the Company Law of the People’s Republic of China (中華人民共和國公司法), as amended and adopted by the Standing Committee of the Twelfth National People’s Congress on 28 December 2013 and effective on 1 March 2014 (as amended, supplemented or otherwise modified from time to time)
“controlling shareholder” has the meaning ascribed thereto under the Hong Kong Listing Rules
“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)
“Director(s)” the director(s) of the Company
“Domestic Share(s)”
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted Shares which are currently not listed or traded on any stock exchange
“Domestic Shares Class Meeting” the first class meeting for Domestic Shareholder(s) for the year 2020 to be held on Friday, 8 May 2020
“Domestic Shareholder(s)”

the Shareholder(s) who/which hold Domestic Share(s)

– 1 –

DEFINITIONS

“General Mandate” a general mandate to be granted to the Board for issuing Domestic Shares and/or H Shares representing up to the limit of 20% of each of the aggregate nominal values of the Domestic Shares or H Shares, respectively, in issue on the date of passing the relevant resolution by the Shareholders
“Group” the Company and its subsidiaries
“H Share(s)” overseas listed foreign invested ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange
“H Shares Class Meeting” the first class meeting for H Shareholders for the year 2020 to be held on Friday, 8 May 2020
“H Shareholder(s)” the Shareholder(s) who/which hold H Share(s)
“HK$” the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Latest Practicable Date” 18 March 2020, being the latest practicable date for ascertaining certain information before the printing of this circular

“PBOC” People’s Bank of China (中國人民銀行)

“PRC” or “People’s Republic of the People’s Republic of China which, for the purpose of China” this circular, excludes Hong Kong, Macau Special Administration Region of the PRC and Taiwan

– 2 –

DEFINITIONS

“Repurchase Mandate”

“RMB”
“Rules and Procedures for the Board Meetings”
“Rules and Procedures for the Shareholders Meetings”
“SAFE”
“SAMC”
“SASAC”
“Share(s)”
“Shareholder(s)”
“Sinopec Group”

subject to the conditions set out in the proposed resolution approving the Repurchase Mandate at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the general mandate to be granted to the Board to exercise the power of the Company to repurchase Domestic Shares and/or H Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of Domestic Shares and/or H Shares in issue as at the date of passing the relevant resolution as set out in the notices for convening the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting

the lawful currency of the PRC
The Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.
The Rules and Procedures for the Meetings of the Shareholders of SINOPEC Engineering (Group) Co., Ltd.
State Administration of Foreign Exchange of the PRC (中華人民共和國國家外匯管理局) or its successor authority
Sinopec Assets Management Co., Ltd. (中國石化集團資產經營管理有限公司), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of Sinopec Group
State-owned Assets Supervision and Administration Commission of State Council of the People’s Republic of China (國務院國有資產監督管理委員會)
share(s) in the share capital of the Company with a nominal value of RMB1.00 each
holder(s) of the Share(s)

China Petrochemical Corporation (中國石油化工集團有限公司), a state-owned enterprise incorporated under the laws of the PRC and established in July 1998 upon reorganisation of the former China Petrochemical Corporation (中國石油化工總公司), and the Company’s controlling shareholder

– 3 –

DEFINITIONS

“Southbound Trading” has the meaning ascribed thereto under the section headed “Proposed final dividend distribution plan for the year 2019” in this circular “subsidiary” or “subsidiaries” has the meaning ascribed thereto in section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Supervisory Committee” the supervisory committee of the Company
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time
“United States” the United States of America, its territories, its possessions and all areas subject to its jurisdiction
“US$” the lawful currency of the United States “%” percentage ratio

– 4 –

LETTER FROM THE BOARD

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中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

(a joint stock limited liability company incorporated in the People’s Republic of China)

(Stock Code: 2386)

Executive Directors: YU Renming (俞仁明) (Chairman) XIANG Wenwu (向文武) SUN Lili (孫麗麗) (Employee Representative Director) ZHOU Yingguan (周贏冠) (Employee Representative Director)

Non-executive Director: WU Wenxin (吳文信)

Independent non-executive Directors: HUI Chiu Chung, Stephen (許照中) JIN Yong (金涌) YE Zheng (葉政)

23 March 2020

To the Shareholders

Dear Sir or Madam,

REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2019 REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2019 AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2019 PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2019 PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020 PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2020

PROPOSED AMENDMENTS TO THE ARTICLES

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

PROPOSED CHANGE OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2020 AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2020

GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES

* For identification purposes only

– 5 –

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with, among other things, further information in relation to the following resolutions to be proposed at the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting (if applicable) to consider and approve:

the report of the Board for the year 2019;
the report of the Supervisory Committee for the year 2019;
the audited financial statements for the year 2019;
the final dividend distribution plan for the year 2019;
the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2020;
the business operation plan, investment plan and financial budget for the year 2020;
the proposed amendments to the Articles;
the proposed amendments to the Rules and Procedures for the Shareholders Meetings and the Rules and Procedures for the Board Meetings;
the proposed change of domestic auditor and international auditor of the Company and the authorisation to the Board to fix their remuneration for the year 2020;
the grant to the Board of a general mandate to repurchase Domestic Shares and/or H Shares; and
the grant to the Board of a general mandate to issue Domestic Shares and/or H Shares.

II. REPORT OF THE BOARD FOR THE YEAR 2019

An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board for the year 2019, the text of which is set out in the Company’s annual report for the year 2019 published on 23 March 2020.

III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2019

An ordinary resolution will be proposed at the AGM to consider and approve the report of the Supervisory Committee for the year 2019, the text of which is set out in the Company’s annual report for the year 2019 published on 23 March 2020.

IV. AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2019

An ordinary resolution will be proposed at the AGM to consider and approve the Company’s audited financial statements for the year 2019, the text of which is set out in the Company’s annual report for the year 2019 published on 23 March 2020.

– 6 –

LETTER FROM THE BOARD

V. PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2019

1. Proposed final dividend distribution plan for the year 2019

On 20 March 2020, the Board approved the final dividend distribution plan for the year 2019. In accordance with the Articles, the profits attributable to Shareholders shall be the lower of the Company’s net profits attributable to Shareholders calculated pursuant to the PRC Accounting Standards for Business Enterprises and the International Financial Reporting Standards. For the year 2019, the total amount of the Company’s net profits attributable to Shareholders calculated pursuant to the International Financial Reporting Standards shall be RMB2.183 billion. After due consideration of return to Shareholders as well as the long-term interests of the Company, the aggregate amount of the dividends to be distributed by the Company for the year 2019 in cash is proposed to be approximately RMB1.419 billion. Pursuant to this plan, after deduction of the interim dividends for the year 2019 in the total amount of approximately RMB478 million paid by the Company, the aggregate amount of the final dividend shall be approximately RMB940 million. Based on 4,428,000,000 Shares, being the total share capital of the Company as at 31 December 2019, the final dividend of RMB0.212 per Share (inclusive of applicable tax) shall be payable to all Shareholders.

The final dividend will be denominated and declared in Renminbi. The Domestic Shareholders will be paid in Renminbi and the H Shareholders will be paid in Hong Kong dollars. The exchange rate for the final dividend to be paid in Hong Kong dollars will be the mean of the exchange rates of Renminbi to Hong Kong dollars as announced by the PBOC during the five business days preceding the date of approval of the final dividend at the AGM.

The Company will appoint a receiving agent in Hong Kong and will pay to such receiving agent the final dividend (after deductions of relevant tax, if applicable) declared for payment to H Shareholders. The final dividend will be paid by the receiving agent on or before Monday, 20 July 2020. The cheques will be despatched to H Shareholders by ordinary post at their own risks.

An ordinary resolution will be proposed at the AGM to consider and approve the above final dividend distribution plan. The payment of the final dividend is subject to the Shareholders’ approval at the AGM.

2. Closure of Register of Members for H Shares

The final dividend will be paid on or before Monday, 20 July 2020 to all Shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 20 May 2020. In order to qualify for the final dividend, the H Shareholders must lodge all share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Thursday, 14 May 2020 for registration. For the purpose of ascertaining Shareholders who qualify for the final dividend, the register of members for H Shares will be closed from Friday, 15 May 2020 to Wednesday, 20 May 2020 (both days inclusive).

– 7 –

LETTER FROM THE BOARD

3. Taxation

In accordance with the Enterprise Income Tax Law of the People’s Republic of China (中華人民共和國企業所得稅法) and its implementation regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise Shareholders whose names appear on the register of members for H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual Shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, shall be deemed as Shares held by non-resident enterprise Shareholders. Therefore, enterprise income tax shall be withheld from dividends payable to such Shareholders. If H Shareholders intend to change their shareholder status, please enquire about the relevant procedures with their agents or trustees. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant Shareholders based on the register of members for H Shares as at Wednesday, 20 May 2020.

If the individual H Shareholders are Hong Kong or Macau residents or residents of the countries which had an agreed tax rate of 10% for the cash dividends to them under the relevant tax agreement with the PRC, the Company should withhold and pay individual income tax on behalf of the relevant Shareholders at a rate of 10%. Should the individual H Shareholders be residents of the countries which had an agreed tax rate of less than 10% under the relevant tax agreement with the PRC, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. In that case, if the relevant individual H Shareholders wish to reclaim the extra amount withheld due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the information required by the notice of the relevant tax agreement to the H share registrar of the Company. The Company will assist with the tax refund of the extra amount withheld after obtaining the approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which had an agreed tax rate of over 10% but less than 20% under the relevant tax agreement with the PRC, the Company shall withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax agreement. In the case that the individual H Shareholders are residents of the countries which have had an agreed tax rate of 20% under the relevant tax agreement with the PRC, or which have not entered into any tax agreement with the PRC, or in any other circumstances, the Company shall withhold and pay the individual income tax at a rate of 20%.

4. Profit Appropriation for Investors of Southbound Trading

For investors investing in the H Shares of the Company through the Shanghai Stock Exchange and Shenzhen Stock Exchange (including enterprises and individuals) (the “ Southbound Trading ”), the Company has entered into the Agreement on Appropriation of Cash Dividends of H Shares for Southbound Trading (《港股通H股股票現金紅利派發協議》) with China Securities Depository and Clearing Corporation Limited, pursuant to which, China Securities Depository and Clearing Corporation Limited, as the nominee of the holders of H Shares for Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depository and clearing system. The cash dividends for the investors of H Shares of Southbound Trading will be paid in Renminbi.

– 8 –

LETTER FROM THE BOARD

Pursuant to the relevant requirements under the “Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect” (Caishui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) and the “Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect” (Caishui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》 (財稅[2016]127號)), for dividends received by domestic investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

VI. PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2020.

VII. PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2020

In order to stably accelerate the development goal of “building a world-leading engineering company” and to adhere to the development strategies which are “energy and petrochemical-oriented, innovation-driven, globalisation-targeted and value-focused”, the Company has formulated the annual work target, security measures and management responsibilities for the year 2020. An ordinary resolution will be proposed at the AGM to consider and approve the business operation plan, investment plan and financial budget of the Company for the year 2020, details of which are set out below:

1. Business Operation Plan

According to the development goal of the Company and taking into account the annual operation results and fulfilment of indicators in 2019, it is proposed that the annual business operation target for 2020 is to achieve a domestic new contracts value of RMB46 billion and an overseas new contracts value of US$1.5 billion.

2. Investment Plan

According to the proposed investment plans for 2020 prepared by all subsidiaries of the Company, after optimising and balancing, the Company proposes an investment amount of RMB875 million for 2020.

– 9 –

LETTER FROM THE BOARD

3. Financial Budget

After comprehensive analysis and research, it is proposed that the Company controls the costs and expenses for 2020 as follows: (i) the administrative expenses shall not exceed RMB1.249 billion, (ii) the selling and marketing expenses shall not exceed RMB141 million, (iii) the financial expenses (excluding exchange gains or losses) shall not exceed the financial income, and (iv) the new short-term borrowings for the year shall not exceed US$50 million.

VIII. PROPOSED AMENDMENTS TO THE ARTICLES

In order to further enhance corporate governance to promote the long-term development of the Company, and taking into account the actual circumstances of the Company, it is proposed to amend relevant provisions of the Articles for the following reasons:

(a) at the second meeting of the Third Session of the Board convened on 8 March 2019, the Board approved the set-up of the Information Technology Branch of SINOPEC Engineering (Group) Co., Ltd. (中石化煉化工程(集團)股份有限公司信息科技分公司) (the “ Information Center ”) as a branch of the Company. In accordance with the Company Law and other relevant laws and regulations, the Company, being the headquarters of the Information Center, shall have the business scope covering the business activities to be carried out by the Information Center. According to the responsibility, positioning and development plan of the Information Center, it is proposed to expand the business scope of the Company and amend the Articles;
(b) the sixth meeting of the Standing Committee of the Thirteenth National People’s Congress reviewed and approved the revisions to Article 142 of the Company Law regarding repurchase by a company of its own shares, which supplements circumstances under which a company is allowed to repurchase its own shares. It is proposed to amend relevant provisions of the Articles to reflect such revisions to the Company Law; and
(c) certain provisions in the Articles are no longer applicable under current laws and regulations. It is proposed to make amendments to such provisions.

The Company wishes to reiterate that any repurchase of H Shares by the Company shall still be subject to the relevant requirements under the Hong Kong Listing Rules, including but not limited to the relevant requirements under Chapter 10 and Chapter 19A of the Hong Kong Listing Rules. For details of the proposed amendments to the Articles, please refer to the Appendix I to this circular.

– 10 –

LETTER FROM THE BOARD

A special resolution will be proposed at the AGM to consider and approve the amendments to the Articles and the authorisation to the Board (which will authorise the chairman of the Board or his delegates) to deal with all procedural requirements (such as applications, approvals, registration and filings) in relation to the amendments to the Articles (including amendments to wordings as requested by the relevant regulatory authorities). The amendments to the Articles shall become effective upon approval by the Shareholders at the AGM.

IX. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

In view of the amendments to the Company Law, and taking into account the actual circumstances and business development needs of the Company, it is proposed to amend the Rules and Procedures for the Shareholders Meetings and the Rules and Procedures for the Board Meetings. For details of the proposed amendments to the Rules and Procedures for the Shareholders Meetings and the Rules and Procedures for the Board Meetings, please refer to the Appendix I to this circular.

According to Rule 65 of the Rules and Procedures for the Shareholders Meetings and Rule 44 of the Rules and Procedures for the Board Meetings, revisions to the Rules and Procedures for the Shareholders Meetings and Rules and Procedures for the Board Meetings shall be submitted each as a special resolution to the Company’s general meeting for approval.

Two separate special resolutions will be proposed at the AGM to consider and approve the amendments to Rules and Procedures for the Shareholders Meetings and Rules and Procedures for the Board Meetings, respectively, and approve the authorisation to the Board (which will authorise the chairman of the Board or his delegates) to deal with all procedural requirements (such as applications, approvals, registration and filings) in relation to the abovementioned amendments (including amendments to wordings as requested by the relevant regulatory authorities). The amendments shall become effective upon approval by the Shareholders at the AGM.

X. PROPOSED CHANGE OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2020 AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2020

China Petrochemical Corporation is a controlling shareholder of the Company, which in turn is a state-owned enterprise under the control of SASAC. According to the relevant regulations issued by the Ministry of Finance of the People’s Republic of China and the SASAC, there are restrictions in respect of the number of years of audit services that an accounting firm can continuously provide to a state-owned enterprise and its subsidiaries. In accordance with such requirements, Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited will retire as the domestic auditor and the international auditor of the Company, respectively, with effect from the conclusion of the AGM.

– 11 –

LETTER FROM THE BOARD

With recommendation of the audit committee of the Company, the Board has (i) proposed to appoint BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company, respectively, for the year 2020 and to hold office until the next annual general meeting of the Company, and (ii) proposed the Shareholders to authorise the Board to fix their remuneration for the year 2020.

Each of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited has confirmed that (i) there are no matters in relation to its retirement that needs to be brought to the attention of the Shareholders, and (ii) there are no disagreements or outstanding matters with the Company. The Board has also confirmed that (i) there are no disagreements or outstanding matters between the Company and each of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited, and (ii) there are no other matters in relation to the proposed change of auditors that need to be brought to the attention of the Shareholders.

An ordinary resolution will be proposed at the AGM to consider and approve the proposed appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company, respectively, which will hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2020.

XI. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

At each of the Company’s annual general meeting for the year 2018, the class meeting for Domestic Shareholders and the class meeting for H Shareholders held on 8 May 2019, the Shareholders passed a special resolution to approve the grant of a general mandate to the Board to repurchase such number of Domestic Shares and/or H Shares which are not more than 10% of the Domestic Shares or H Shares in issue (as the case may be).

The effective period of the above general mandate will expire soon. To provide flexibility and discretion to the Board in the event that it becomes desirable to repurchase any Domestic Shares and/or H Shares, the Repurchase Mandate is proposed to be granted to the Board by way of a special resolution at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting to repurchase Domestic Shares and/or H Shares subject to the following conditions:

(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;

– 12 –

LETTER FROM THE BOARD

(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the special resolution to be passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));
(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and
(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.
(d) For the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
(e) the Board is hereby authorised to:
(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;

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LETTER FROM THE BOARD

(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles and the Hong Kong Stock Exchange as amended from time to time;
(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;
(iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;
(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital of the Company, the amendment of the relevant provisions of the Articles relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions; and
(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares.

An explanatory statement giving certain information regarding the Repurchase Mandate is set out in Appendix II to this circular.

XII. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DOMESTIC SHARES AND/OR H SHARES

At the Company’s annual general meeting for the year 2018 held on 8 May 2019, the Shareholders passed a special resolution to approve the grant of a general mandate to the Board to issue such number of Domestic Shares and/or H Shares which are not more than 20% of the Domestic Shares or H Shares in issue (as the case may be).

The effective period of the above general mandate will expire soon. To provide flexibility and discretion to the Board to issue new Shares, it is proposed to be considered and approved by way of a special resolution at the AGM:

(a) the General Mandate to be granted to the Board to separately or jointly allot, issue or deal with Domestic Shares and/or H Shares not exceeding 20% of their respective numbers in issue on the date of passing of this special resolution;
(b) to authorise the Board (or the directors authorised by the Board), subject to the approval of the relevant authorities of the PRC and in accordance with the relevant laws and administrative regulations, the requirements of Hong Kong regulators and the Articles, to increase the registered capital of the Company upon the exercise of the powers pursuant to paragraph (a) above;

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LETTER FROM THE BOARD

(c) to authorise the Board (or the directors authorised by the Board) to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment and issue and listing of new Shares upon the exercise of the powers pursuant to paragraph (a) above, provided that the same do not violate the relevant laws and administrative regulations, the requirements of Hong Kong regulators and the Articles; and
(d) subject to the approval of the relevant PRC authorities, to authorise the Board (or the directors authorised by the Board) to make appropriate and necessary amendments to the Articles after completion of the allotment and issuance of new Shares according to the method, type and number of the allotment and issue of new Shares and the actual situation of the shareholding structure of the Company at the time of completion of the allotment and issue of new Shares, in order to reflect the alteration of the share capital structure and registered capital of the Company pursuant to the exercise of the General Mandate, and carry out the statutory registrations and filings within and outside the PRC.

As at the Latest Practicable Date, the issued share capital of the Company was comprised of 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the Shareholders’ approval of the General Mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 593,440,000 Domestic Shares and 292,160,000 H Shares in accordance with the General Mandate. The General Mandate shall be effective from the time this special resolution is passed at the AGM until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at the AGM.

Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the Hong Kong Listing Rules, the Articles and the relevant laws and regulations of the PRC. As at the Latest Practicable Date, the Board did not have any plan to issue new Shares pursuant to the General Mandate.

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LETTER FROM THE BOARD

XIII. RECOMMENDATION

The Directors (including all independent non-executive Directors) consider that the resolutions in relation to each of (i) the report of the Board for the year 2019; (ii) the report of the Supervisory Committee for the year 2019; (iii) the audited financial statements for the year 2019; (iv) the proposed final dividend distribution plan for the year 2019; (v) the proposed authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2020; (vi) the proposed business operation plan, investment plan and financial budget for the year 2020; (vii) the proposed amendments to the Articles; (viii) the proposed amendments to the Rules and Procedures for the Shareholders Meetings and the Rules and Procedures for the Board Meetings; (xi) the proposed change of domestic auditor and international auditor of the Company for the year 2020 and authorisation to the Board to fix their remuneration for the year 2020; (x) the proposed grant of the Repurchase Mandate to the Board; and (xi) the proposed grant of the General Mandate to the Board, is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting (as the case may be).

By order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC 23 March 2020

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [43 x 44] intentionally omitted <==

中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.*

(a joint stock limited liability company incorporated in the People’s Republic of China)

(Stock Code: 2386)

NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2019 AND CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) for the year 2019 of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 9:00 a.m. on Friday, 8 May 2020 for the purposes of considering and, if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 23 March 2020 (the “ Circular ”).

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

By way of ordinary resolutions:

(1) to consider and approve the report of the Board for the year 2019;
(2) to consider and approve the report of the Supervisory Committee for the year 2019;
(3) to consider and approve the audited financial statements for the year 2019;
(4) to consider and approve the final dividend distribution plan for the year 2019;
(5) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2020;
(6) to consider and approve the business operation plan, investment plan and financial budget for the year 2020; and
(7) to consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company for the year 2020, respectively, to hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2020.

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

By way of special resolutions:

(1) to consider and approve the amendments to the Articles and the authorisation to the Board (which will authorise the chairman of the Board or his delegates) to deal with all procedural requirements (such as applications, approvals, registration and filings) in relation to the amendments to the Articles (including amendments to wordings as requested by the relevant regulatory authorities);
(2) to consider and approve the amendments to the Rules and Procedures for the Shareholders Meetings and the authorisation to the Board (which will authorise the chairman of the Board or his delegates) to deal with all procedural requirements (such as applications, approvals, registration and filings) in relation to the amendments to the Rules and Procedures for the Shareholders Meetings (including amendments to wordings as requested by the relevant regulatory authorities);
(3) to consider and approve the amendments to the Rules and Procedures for the Board Meetings and the authorisation to the Board (which will authorise the chairman of the Board or his delegates) to deal with all procedural requirements (such as applications, approvals, registration and filings) in relation to the amendments to the Rules and Procedures for the Board Meetings (including amendments to wordings as requested by the relevant regulatory authorities);
(4) to consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares; and
(5) to consider and approve the grant of a general mandate to the Board to issue Domestic Shares and/or H Shares.

Details of the above resolutions proposed at the AGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the website of the Company (www.segroup.cn).

By order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC 23 March 2020

As at the date of this notice, the executive Directors are YU Renming, XIANG Wenwu, SUN Lili (employee representative Director) and ZHOU Yingguan (employee representative Director); the non-executive Director is WU Wenxin; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

This notice is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and on the website of the Company (www.segroup.cn).

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

ATTENDEE OF THE AGM

1. Eligibility and Registration Procedures for Attending the AGM

(a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 8 April 2020 to Friday, 8 May 2020 (both days inclusive).
(b) Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company before the close of business on Wednesday, 8 April 2020 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM.
(c) H Shareholders who wish to attend the AGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. before 4:30 p.m. on Tuesday, 7 April 2020 for registration.
(d) A Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the AGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
(e) Domestic Shareholders and H Shareholders intending to attend the AGM should return the reply slip for attending the AGM to the Company on or before Friday, 17 April 2020.
(f) Shareholders may send the above reply slip to the Company in person, by post or by fax.

2. Proxy

(a) A Shareholder eligible to attend and vote at the AGM is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for H Shareholders not less than 24 hours before the time designated for holding the AGM.
(d) A Shareholder or his/her/its proxy may exercise the right to vote by poll.

3. Closure of Register of Members for H Shares regarding Final Dividend

For the purpose of ascertaining Shareholders who qualify for the final dividend for the year 2019, the H Share register of members of the Company will be closed from Friday, 15 May 2020 to Wednesday, 20 May 2020 (both days inclusive). In order to qualify for the final dividend, H Shareholders shall lodge their share certificates accompanied by the transfer documents with the Company’s share registrar of H Shares before 4:30 p.m. on Thursday, 14 May 2020 for registration.

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NOTICE OF ANNUAL GENERAL MEETING

4. Miscellaneous

(a) The AGM will not last for more than one working day. Shareholders who attend the AGM shall bear their own travel and accommodation expenses.
(b) The address of the Company’s share registrar of H Shares, Computershare Hong Kong Investor Services Ltd., is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
(c) The place of business of the Company is at:

Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029 Telephone No.: (+86) 10 5673 0522 Facsimile No.: (+86) 10 5673 0500

– 20 –

NOTICE OF DOMESTIC SHARES CLASS MEETING

==> picture [43 x 44] intentionally omitted <==

中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd. (a joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 2386)*

NOTICE OF DOMESTIC SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the first class meeting for Domestic Shareholders for the year 2020 (the “ Domestic Shares Class Meeting ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Compan y”) will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC immediately after the annual general meeting of the Company for the year 2019 (the “ AGM ”) to be convened and held on the same date at the same place on Friday, 8 May 2020 for the purposes of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 23 March 2020.

By way of a special resolution:

To consider and approve the grant of the Repurchase Mandate to the Board subject to the following conditions:

(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;
(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the special resolution to be passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));

* For identification purposes only

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NOTICE OF DOMESTIC SHARES CLASS MEETING

(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and
(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.
(d) For the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
(e) the Board is hereby authorised to:
(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;
(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles and the Hong Kong Stock Exchange as amended from time to time;
(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;
(iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;

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NOTICE OF DOMESTIC SHARES CLASS MEETING

(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital of the Company, the amendment of the relevant provisions of the Articles relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions; and
(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC 23 March 2020

This notice is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and on the website of the Company (www.segroup.cn).

– 23 –

NOTICE OF DOMESTIC SHARES CLASS MEETING

Notes:

ATTENDEE OF THE DOMESTIC SHARES CLASS MEETING

1. Eligibility and Registration Procedures for Attending the Domestic Shares Class Meeting

(a) Closure of Register of Members. For the purpose of ascertaining Domestic Shareholders who are entitled to attend and vote at the Domestic Shares Class Meeting, the register of members of the Company will be closed from Wednesday, 8 April 2020 to Friday, 8 May 2020 (both days inclusive).
(b) Domestic Shareholders whose names appear on the register of members of the Company before the close of business on Wednesday, 8 April 2020 are entitled to attend and vote in respect of the resolution to be proposed at the Domestic Shares Class Meeting.
(c) A Domestic Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Domestic Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the Domestic Shares Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
(d) Domestic Shareholders intending to attend the Domestic Shares Class Meeting should return the reply slip for attending the Domestic Shares Class Meeting to the Company on or before Friday, 17 April 2020.
(e) Domestic Shareholders may send the above reply slip to the Company in person, by post or by fax.

2. Proxy

(a) A Domestic Shareholder eligible to attend and vote at the Domestic Shares Class Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the place of business of the Company not less than 24 hours before the time designated for holding the Domestic Shares Class Meeting.
(d) A Domestic Shareholder or his/her/its proxy may exercise the right to vote by poll.

3. Miscellaneous

(a) The Domestic Shares Class Meeting is expected to take place immediately after the AGM. Domestic Shareholders attending the Domestic Shares Class Meeting shall be responsible for their own travel and accommodation expenses.
(b) The place of business of the Company is at:

Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029

Telephone No.: (+86) 10 5673 0522

Facsimile No.: (+86) 10 5673 0500

– 24 –

NOTICE OF H SHARES CLASS MEETING

==> picture [43 x 44] intentionally omitted <==

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the first class meeting for H Shareholders for the year 2020 (the “ H Shares Class Meeting ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC immediately after the annual general meeting of the Company for the year 2019 (the “ AGM ”) and the first domestic shares class meeting for the year 2020 (the “ Domestic Shares Class Meeting ”) to be convened and held on the same date at the same place on Friday, 8 May 2020 for the purposes of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 23 March 2020.

By way of a special resolution:

To consider and approve the grant of the Repurchase Mandate to the Board subject to the following conditions:

(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;
(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the special resolution to be passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));

* For identification purposes only

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NOTICE OF H SHARES CLASS MEETING

(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and
(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.
(d) For the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
(e) the Board is hereby authorised to:
(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;
(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles and the Hong Kong Stock Exchange as amended from time to time;
(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;
(iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;

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NOTICE OF H SHARES CLASS MEETING

(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital of the Company, the amendment of the relevant provisions of the Articles relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions; and
(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC 23 March 2020

This notice is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and on the website of the Company (www.segroup.cn).

– 27 –

NOTICE OF H SHARES CLASS MEETING

Notes:

ATTENDEE OF THE H SHARES CLASS MEETING

1. Eligibility and Registration Procedures for Attending the H Shares Class Meeting

(a) Closure of Register of Members. For the purpose of ascertaining H Shareholders who are entitled to vote at the H Shares Class Meeting, the register of members of the Company will be closed from Wednesday, 8 April 2020 to Friday, 8 May 2020, both dates inclusive.
(b) H Shareholders whose names appear on the register of members of the Company before the close of business on Wednesday, 8 April 2020 are entitled to attend and vote in respect of the resolution to be proposed at the H Shares Class Meeting.
(c) H Shareholders who wish to attend the H Shares Class Meeting shall lodge their share certificates accompanied by the transfer documents with the Company’s share registrar of H Shares before 4:30 p.m. on Tuesday, 7 April 2020 for registration.
(d) An H Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If an H Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the H Shares Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
(e) H Shareholders who intend to attend the H Shares Class Meeting should return the reply slip for attending the H Shares Class Meeting to the Company on or before Friday, 17 April 2020.
(f) H Shareholders may send the above reply slip in person, by post or by fax.

2. Proxy

(a) An H Shareholder eligible to attend and vote at the H Shares Class Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the Company’s share registrar of H Shares, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time designated for holding the H Shares Class Meeting.
(d) An H Shareholder or his/her/its proxy may exercise the right to vote by poll.

3. Miscellaneous

(a) The H Shares Class Meeting is expected to take place immediately after the AGM and the Domestic Shares Class Meeting. H Shareholders attending the H Shares Class Meeting shall be responsible for their own travel and accommodation expenses.
(b) The address of the Company’s share registrar of H Shares, Computershare Hong Kong Investor Services Ltd., is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
(c) The place of business of the Company is at:

Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029

Telephone No.: (+86) 10 5673 0522 Facsimile No.: (+86) 10 5673 0500

– 28 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

I. DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES

Article No. Original Articles 12, The Company’s scope of business includes: paragraph 2 ~~licensed projects: dispatch of labour required for overseas projects; general projects:~~ contracting in respect of ~~(among other things)~~ local and overseas oil refining, petrochemical engineering, coal chemical engineering, natural gas and unconventional gas engineering, ocean engineering, environmental engineering, energy saving engineering, biological and renewable energy engineering, storage and transportation engineering, inorganic chemical engineering, pharmaceuticals, power and municipal engineering projects; project consultancy, exploration, design, procurement, construction, installation, transportation and supervision; project management services, investment and financing services, startup services, operation and maintenance services as well as energy saving and environmental protection services; technical research and development, technical transfer (license), technical consultancy and technical services; design, manufacturing and sale of equipment and pressure vessels; import and export business. (Projects that are required to be approved according to laws can only be conducted after being approved by relevant authorities.)

Amended Articles

The Company’s scope of business includes: ~~licensed projects: dispatch of labour required for overseas projects; general projects:~~ contracting in respect of ~~(among other things)~~ local and overseas oil refining, petrochemical engineering, coal chemical engineering, natural gas and unconventional gas engineering, ocean engineering, environmental engineering, energy saving engineering, biological and renewable energy engineering, storage and transportation engineering, inorganic chemical engineering, pharmaceuticals, power and municipal engineering projects; project consultancy, exploration, design, procurement, construction, installation, transportation and supervision , startup services, operation and maintenance services, energy saving and environmental protection services ; project management ~~services, investment and financing services, startup services, operation and maintenance services as well as energy saving and environmental protection services~~ ; technical research and development, technical transfer ~~(license)~~ , technical consultancy and technical services; investment and investment management; design ~~, manufacturing~~ and sale of ~~equipment and~~ pressure vessels and equipment ; import and export business ; dispatch of labour required for overseas projects; computer system services; software development; data processing (excluding bank card centre and cloud computing data centres with PUE values above 1.5 in data processing); sale of electronic products and machinery. ( ~~Projects that are required to be approved according to laws can only be conducted after being approved by relevant authorities~~ Enterprises independently choose to operate projects and carry out business activities according to laws; projects that are required to be approved according to laws can only be conducted after being approved by relevant authorities; business activities prohibited or restricted by industrial policies of the city are not allowed .)

– 29 –

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

Article
No.	Original Articles		Amended Articles
26	The Company may, in accordance with the		The Company may, in accordance with the
	procedures set out in these Articles of		procedures set out in these Articles of
	Association and with the approval of the		Association and with the approval of the
	relevant competent authority, repurchase its		relevant competent authority, repurchase its
	outstanding shares under the	following	outstanding shares under the following
	circumstances:		circumstances:
	(1) cancellation of shares for the	purposes of	(1) cancellation of shares for the purposes of
	reducing its capital;		reducing its capital;
	(2) merging with another company that holds		(2) merging with another company that holds
	shares of the company;		shares of the company;
	(3) rewarding the employees of the Company		(3)~~rewarding the employees of the Company~~
	with shares;		~~with~~ ~~shares~~ contributing shares in
			employee stock ownership plan or share
	(4) when requested by any shareholder to		option incentive plan;
	purchase his shares because this	shareholder
	objects to any resolution of	merger or	(4) when requested by any shareholder to
	division made by the Company at general		purchase his shares because this shareholder
	meeting;		objects to any resolution of merger or
			division made by the Company at general
	(5) other circumstances permitted by law,		meeting;
	administrative regulations or	competent
	authorities.		(5) converting to shares when the
			corporate bonds convertible into stocks
	Apart from the foregoing, the Company shall		issued by listed company are exercised;
	not purchase its own shares.
			(6) when necessary, for the listed company
			to maintain its value and shareholders’
			interests;
			~~(5)~~(7) other circumstances permitted by law, administrative regulations or competent
			authorities.
			Apart from the foregoing, the Company shall
			not purchase its own shares.

– 30 –

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

Article
No.	Original Articles		Amended	Articles
27	The Company may repurchase	shares in one	The Company may repurchase shares in		one
	of the following ways, with the approval of		of the following ways,	with the approval of
	the relevant competent authority:		the relevant competent	authority:
	(1) by making an offer for the repurchase of		(1) by making an offer	for the repurchase of
	shares to all its shareholders on a pro-rata		shares to all its shareholders on a pro-rata
	basis;		basis;
	(2) by on-market repurchase;		(2) by on-market repurchase;
	(3) by off-market repurchase through an		(3) by off-market repurchase through		an
	agreement;		agreement;
	(4) by any other means which is permitted by		(4) by any other means	which is permitted by
	competent authorities.		competent authorities.
			Where shares of	the Company	are
			repurchased in accordance with Articles
			26(3), (5) and (6)	of the Articles	of
			Association, such repurchase shall		be
			carried out in a public and centralised
			manner.

– 31 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

Article No. Original Articles Amended Articles 29 If the Company repurchases its shares due to If the Company repurchases its shares due to reasons provided in Articles 26(1) to (3), reasons provided in Articles 26(1) ~~to (3)~~ and such repurchase shall be approved by the (2) , such repurchase shall be approved by the shareholders in general meeting pursuant to shareholders in general meeting pursuant to these Articles of Association. these Articles of Association ; if the Company repurchases its shares due to Where shares of the Company are reasons provided in Articles 26(3), (5) and repurchased in accordance with Article (6), such repurchase shall be passed by 26(1), they shall be canceled within 10 days resolutions at a board meeting attended by of being repurchased; where shares of the more than two-thirds of the directors in Company are repurchased in accordance accordance with either the provisions of with Articles 26(2) or (4), they shall be the Articles of Association or the transferred or canceled within 6 months of authorisation by shareholders at the being repurchased. general meeting.

Shares repurchased in accordance with Where shares of the Company are Article 26(3) shall not exceed 5% of the total repurchased in accordance with Article issued shares of the Company; the 26(1), they shall be canceled within 10 days repurchase shall be made from the after-tax of being repurchased; where shares of the profit of the Company; the repurchased Company are repurchased in accordance shares shall be transferred to employees of with Articles 26(2) or (4), they shall be the Company within one year. transferred or canceled within 6 months of being repurchased. In the event of share cancellation, the Company shall apply to the relevant Shares repurchased in accordance with authority for registration of the change in its Article s 26(3) , (5) and (6) of the Articles of registered capital. Association shall not exceed ~~5%~~ 10% of the total issued shares of the Company ~~; the~~ The aggregate nominal value of the ~~repurchase shall be made from the after-tax~~ cancelled shares shall be deducted from the ~~profit of the Company; the repurchased~~ Company’s registered capital. ~~shares~~ and shall be transferred ~~to employees of the Company~~ or cancelled within ~~one year~~ three years after being repurchased . In the event of share cancellation, the Company shall apply to the relevant authority for registration of the change in its registered capital. The aggregate nominal value of the cancelled shares shall be deducted from the Company’s registered capital.

– 32 –

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

– 33 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

Article
No.	Original Articles	Amended Articles
	(12) to amend these Articles of Association;	~~(11)~~(12) to pass resolutions on the appointment, dismissal and non-
	(13) to consider motions raised by	reappointment of the accountants of the
	shareholders, individually or jointly, holding	Company;
	3% or more of the total number of voting
	shares of the Company;	~~(12)~~(13) to amend these Articles of Association;
	(14) to consider the purchase and sale of
	major assets or the giving of guarantees with value exceeding 30% of the total assets of	~~(13)~~(14) to consider motions raised by shareholders, individually or jointly, holding
	the Company as shown in the latest	3% or more of the total number of voting
	published audited financial statements of the	shares of the Company;
	Company;
	(15) to decide on other matters which,	~~(14)~~(15) to consider the purchase and sale of major assets or the giving of guarantees with
	according to laws administrative regulations,	value exceeding 30% of the total assets of
	regulations of the competent authorities or	the Company as shown in the latest
	these Articles of Association, need to be	published audited financial statements of the
	approved by shareholders in general	Company;
	meetings.
		~~(11)~~(16) to decide on other matters which,
	. . .	according to laws administrative regulations,
		regulations of the competent authorities or
		these Articles of Association, need to be
		approved by shareholders in general
		meetings.
		. . .
117	In principle, the role of the secretary to the	In principle, the role of the secretary to the
	board of directors shall be performed by	board of directors shall be performed by
	designated staff. However, the directors or	designated staff. However, the directors or
	other senior management personnel of the	other senior management personnel of the
	Company (excluding the president and the	Company ~~(excluding the president and the~~
	chief financial officer) may also act in the	~~chief financial officer) ~~may also act in the
	capacity of the secretary to the board of	capacity of the secretary to the board of
	directors. No accountant of the accounting	directors. No accountant of the accounting
	firm engaged by the Company may	firm engaged by the Company may
	concurrently act as the secretary to the	concurrently act as the secretary to the
	Company’s board of directors.	Company’s board of directors.

Should there be any discrepancy between the Chinese language and the English language in respect of the proposed amendments to the Articles, the Chinese language shall prevail.

– 34 –

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

II. DETAILS OF PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS

– 35 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

Article
No.	Original Article		Amended Article
	(11) to pass resolutions on the		(11) to pass resolutions or grant
	appointment, dismissal and non-		authorisations on the repurchase of
	reappointment of the accountants of the		shares of the Company;
	Company;
	(12) to amend these Articles	of	(~~11~~12) to pass resolutions on the appointment, dismissal and non-
	Association;		reappointment of the accountants of the
			Company;
	(13) to consider motions raised	by
	shareholders, individually or jointly, holding 3% or more of the total number of		(~~12~~13) to amend these Articles of Association;
	voting shares of the Company;
	(14) to consider the matters relating to the		(~~13~~14) to consider motions raised by shareholders, individually or jointly,
	purchase or sale of material assets made		holding 3% or more of the total number of
	within a year, and the amount of which		voting shares of the Company;
	exceeding 30% of the latest audited total
	assets of the Company;		(~~14~~15) to consider the matters relating to the purchase or sale of material assets or
	(15) to decide on other matters which,		any guarantee made within a year, and
	according to laws, administrative		the amount of which exceeding 30% of
	regulations, regulations of the competent		the latest audited total assets of the
	authorities and these Articles	of	Company;
	Association, need to be approved	by
	shareholders in general meetings.		(~~15~~16) to decide on other matters which, according to laws, administrative
	. . .		regulations, regulations of the competent
			authorities and these Articles of
			Association, need to be approved by
			shareholders in general meetings.
			. . .

Should there be any discrepancy between the Chinese language and the English language in respect of the proposed amendments to the Rules and Procedures for the Shareholders Meetings, the Chinese language shall prevail.

– 36 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

III. DETAILS OF PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

Should there be any discrepancy between the Chinese language and the English language in respect of the proposed amendments to the Rules and Procedures for the Board Meetings, the Chinese language shall prevail.

– 37 –

EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by the Hong Kong Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase Mandate to the Board.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Hong Kong Listing Rules permit companies whose primary listing is on the Hong Kong Stock Exchange to repurchase their securities on the Hong Kong Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by the Articles to repurchase its own securities.

REGISTERED CAPITAL

As at the Latest Practicable Date, the registered capital of the Company was RMB4,428,000,000, comprising of 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Domestic Shares and/or H Shares will be allotted, issued or repurchased by the Company on or prior to the date of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the Company will be allowed under the Repurchase Mandate to purchase a maximum of 296,720,000 Domestic Shares and/or 146,080,000 H Shares, being the maximum of 10% of the respective aggregate nominal values of Domestic Shares or H Shares in issue as at the date of passing the relevant resolution.

REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. The exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchase will benefit the Company and the Shareholders.

FUNDING OF THE REPURCHASES

In repurchasing the Domestic Shares and/or H Shares, the Company may only apply funds from the Company’s internal resources legally available for such purpose in accordance with the Articles, the Hong Kong Listing Rules and the applicable laws, rules and regulations of the PRC, including, without limitation, surplus funds and undistributed profits of the Company.

– 38 –

EXPLANATORY STATEMENT

APPENDIX II

Taking into account the current good working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it would not have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 December 2019 as disclosed in the Company’s latest published audited accounts contained in its annual report for the year 2019. However, the Directors do not intend to make any repurchase to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of Domestic Shares and/or H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at an appropriate time having taking into consideration the circumstances then prevailing which shall be in the best interests of the Company and the Shareholders as a whole.

STATUS OF PURCHASED DOMESTIC SHARES AND H SHARES

The Hong Kong Listing Rules provide that the listing status of all the H Shares purchased by the Company shall automatically be cancelled and the relevant share certificates of such repurchased H Shares shall be cancelled and destroyed. Under the PRC laws, the Domestic Shares repurchased by the Company will also be cancelled. The Company’s registered capital will be reduced by an amount equivalent to the aggregate nominal value of the Domestic Shares and H Shares so cancelled.

H SHARE PRICES

The highest and lowest prices at which the H Shares were traded on the Hong Kong Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:


	Highest	Lowest
	(HK$)	(HK$)
Month
2019
March	7.92	7.10
April	7.93	7.17
May	7.49	6.38
June	6.81	6.33
July	6.56	5.85
August	6.26	4.90
September	5.25	4.87
October	4.93	4.49
November	4.80	4.50
December	4.88	4.49

– 39 –

EXPLANATORY STATEMENT

APPENDIX II


	Highest	Lowest
	(HK$)	(HK$)
2020
January	4.95	4.22
February	4.44	3.86
1 March to the Latest Practicable Date	3.88	2.88

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company under appropriate circumstances to make purchases pursuant to the Repurchase Mandate in accordance with the Hong Kong Listing Rules, the Articles and the applicable laws, rules and regulations of the PRC.

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined under the Hong Kong Listing Rules) has any present intention to sell to the Company any of the Domestic Shares and/or H Shares if the Repurchase Mandate is approved at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.

No core connected person (as defined under the Hong Kong Listing Rules) of the Company has notified the Company that he, she or it has a present intention to sell any Domestic Shares and/or H Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is granted.

If a Shareholder’s proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 40 –

EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Sinopec Group, through its wholly-owned subsidiary, SAMC, was the controlling shareholder (as defined under the Hong Kong Listing Rules) of the Company and held 2,967,200,000 Domestic Shares (representing 100% of the total issued Domestic Shares of the Company and approximately 67.01% of the issued share capital of the Company). On the basis that 4,428,000,000 Shares was in issue as at the Latest Practicable Date and assuming that no other Shares will be allotted, issued or repurchased by the Company on or prior to the date of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the percentage shareholdings of Sinopec Group before and after such repurchase would be as follows:

After After repurchases of repurchases of all H Shares all Domestic (but without Shares (but taking into After Before without taking account repurchases of repurchases of into account repurchases of all Domestic Domestic Shares repurchases of Domestic Shares and and/or H Shares H Shares) Shares) H Shares pursuant to the pursuant to the pursuant to the pursuant to the Repurchase Repurchase Repurchase Repurchase Shareholder Mandate Mandate Mandate Mandate Sinopec Group 67.01% 64.64% 69.30% 67.01%

On the basis of the shareholdings held by Sinopec Group above, the exercise of the Repurchase Mandate in full will not have any implications for Sinopec Group under the Takeovers Code. Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will not result in the percentage of the Shares being held by the public less than the relevant prescribed minimum percentage as required by the Hong Kong Stock Exchange. The Directors will not make share repurchase on the Hong Kong Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Hong Kong Listing Rules not being complied with.

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company did not repurchase any Domestic Shares and/or H Shares (whether on the Hong Kong Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

– 41 –

No.	Original Article	Amended Article
14	The Company shall have one secretary to	The Company shall have one secretary to
	the board of directors, being a senior	the board of directors, being a senior
	management personnel. In principle, the	management personnel. In principle, the
	role of the secretary to the board of	role of the secretary to the board of
	directors shall be performed by	directors shall be performed by
	designated staff. However, the directors	designated staff. However, the directors
	or other senior management personnel of	or other senior management personnel of
	the Company (excluding the general	the Company ~~(excluding~~ ~~the~~ ~~general~~
	manager and the chief financial officer)	~~manager and the chief financial officer)~~
	may also act in the capacity of the	may also act in the capacity of the
	secretary to the board of directors. No	secretary to the board of directors. No
	accountant of the accounting firm	accountant of the accounting firm
	engaged by the Company may	engaged by the Company may
	concurrently act as the secretary to the	concurrently act as the secretary to the
	board of directors of the Company	board of directors of the Company

AI assistant

Sinopec Engineering Group Co Ltd. — AGM Information 2020

14896_rns_2020-03-22_e4b5f5a5-1f74-4d50-acbb-2a8cc7b1604b.pdf

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES

DEFINITIONS

DEFINITIONS

DEFINITIONS

中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

(Stock Code: 2386)

I. INTRODUCTION

II. REPORT OF THE BOARD FOR THE YEAR 2019

III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2019

IV. AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2019

V. PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2019

1. Proposed final dividend distribution plan for the year 2019

2. Closure of Register of Members for H Shares

3. Taxation

4. Profit Appropriation for Investors of Southbound Trading

VI. PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2020

VII. PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2020

1. Business Operation Plan

2. Investment Plan

3. Financial Budget

VIII. PROPOSED AMENDMENTS TO THE ARTICLES

LETTER FROM THE BOARD

IX. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

X. PROPOSED CHANGE OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2020 AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2020

LETTER FROM THE BOARD

XI. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

XII. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DOMESTIC SHARES AND/OR H SHARES

LETTER FROM THE BOARD

XIII. RECOMMENDATION

By order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.*

(Stock Code: 2386)

NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2019 AND CLOSURE OF REGISTER OF MEMBERS

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

By way of ordinary resolutions:

By way of special resolutions:

By order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

ATTENDEE OF THE AGM

1. Eligibility and Registration Procedures for Attending the AGM

2. Proxy

3. Closure of Register of Members for H Shares regarding Final Dividend

4. Miscellaneous

NOTICE OF DOMESTIC SHARES CLASS MEETING

By way of a special resolution:

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

ATTENDEE OF THE DOMESTIC SHARES CLASS MEETING

1. Eligibility and Registration Procedures for Attending the Domestic Shares Class Meeting

2. Proxy

3. Miscellaneous

NOTICE OF H SHARES CLASS MEETING

By way of a special resolution:

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

ATTENDEE OF THE H SHARES CLASS MEETING

2. Proxy

3. Miscellaneous

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

I. DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES

Amended Articles

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

II. DETAILS OF PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES, THE RULES AND PROCEDURES FOR THE SHAREHOLDERS MEETINGS AND THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

III. DETAILS OF PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE BOARD MEETINGS

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

REGISTERED CAPITAL

REASONS FOR THE REPURCHASE

FUNDING OF THE REPURCHASES

APPENDIX II

STATUS OF PURCHASED DOMESTIC SHARES AND H SHARES

H SHARE PRICES

Sinopec Engineering Group Co Ltd. AGM Information 2020