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Sinopec Engineering Group Co Ltd. AGM Information 2024

Apr 24, 2024

14896_rns_2024-04-24_84a4f028-2605-4d71-9aaf-8ae11604cf1e.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2023

References are made to the Notice of the Annual General Meeting for the Year 2023 and Closure of Register of Members, the Notice of Domestic Shares Class Meeting and the Notice of H Shares Class Meeting (collectively, the “ Original Notices ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ” or “ SINOPEC SEG ”) all dated 17 March 2024, which set forth information regarding the Annual General Meeting for the Year 2023 (the “ AGM ”), the First Domestic Shares Class Meeting for the Year 2024 and the First H Shares Class Meeting for the Year 2024 (collectively, the “ Class Meetings ”) which were scheduled to be held at A67, Ande Road, Xicheng District, Beijing, the PRC at 9:00 a.m., 9:30 a.m., and 10:00 a.m. on Friday, 10 May 2024. Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Original Notices and the Company’s circular dated 17 March 2024 (the “ Circular ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM and Class Meetings will be held as originally scheduled. Besides, in addition to the resolutions to be proposed at the AGM as set out in the Original Notices for consideration, the Shareholders will consider and, if thought fit, pass the following supplemental resolution at the AGM.

ADDITIONAL RESOLUTION TO BE CONSIDERED AND APPROVED AT THE AGM

As an ordinary resolution:

  • (8) to consider and approve the proposed appointment of Mr. BU Fanyong as a non-employee representative supervisor of the fourth session of the Supervisory Committee.

Details of the above resolution are set out in Appendix to the supplemental notice of the AGM.

  • For identification purposes only

– 1 –

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Company has rearranged the numbers of the resolutions to be proposed at the AGM as follows, and Shareholders should pay special attention to the following:

By way of ordinary resolutions:

  • (1) to consider and approve the work report of the Board for the year 2023;

  • (2) to consider and approve the work report of the Supervisory Committee for the year 2023;

  • (3) to consider and approve the audited financial report for the year 2023;

  • (4) to consider and approve the final dividend distribution plan for the year 2023;

  • (5) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2024;

  • (6) to consider and approve the business operation plan, investment plan and financial budget for the year 2024;

  • (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 2024, 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 2024; and

  • (8) to consider and approve the proposed appointment of Mr. BU Fanyong as a non-employee representative supervisor of the fourth session of the Supervisory Committee.

By way of special resolutions:

  • (9) to consider and approve the reduction of the registered capital of the Company and amendments to the Articles of Association;

  • (10) to consider and approve the cap for the amount of parent guarantee for the year 2024; and

  • (11) to consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares.

– 2 –

Save as disclosed in this notice, the resolutions and other relevant matters contained in the Original Notices remain unchanged.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. YIN Fengbing

Chief Financial Officer & Secretary to the Board

Beijing, the PRC 24 April 2024

As at the date of this notice, directors of the Company are: JIANG Dejun[#] , ZHANG Xinming[#] , XIANG Wenwu, LI Chengfeng, YU Renming*, HUI Chiu Chung, Stephen[+] , DUAN Xue[+] , YE Zheng[+] , ZHAO Jinsong[+] and XIE Yanli[#] .

  • Executive Directors

  • Non-executive Directors

    • Independent Non-executive Directors

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

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Notes:

  • I. Save for the additional resolution to be considered at the AGM as set out above, there is no change to the resolutions as set out in the Original Notices. For details of the other resolutions to be considered at the AGM and the resolutions to be considered at the Class Meetings, the closure of register of members, the entitlement to attend the AGM and/or the Class Meetings, the registration procedures for attending the AGM and/or the Class Meetings, the appointment of proxies and other matters, please refer to this supplemental notice and the Original Notices and the Circular dated 17 March 2024 published by the Company on the website of The Stock Exchange of Hong Kong Limited and the website of the Company.

  • II. As the original proxy form for the AGM, which was despatched together with the Original Notices (the “ First Proxy Form ”), does not contain the additional resolution set out in this supplemental notice, the revised proxy form has been prepared and is enclosed with this supplemental notice (the “ Revised Proxy Form ”).

  • III. The Revised Proxy Form for use at the AGM is enclosed with this supplemental notice and has been published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Domestic Shareholders who intend to appoint proxy(ies) to attend the AGM on their behalf are requested to complete the Revised Proxy Form in accordance with the instructions printed thereon and return the same to the place of business of the Company at A67, Ande Road, Xicheng District, Beijing, the PRC 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be) (i.e. before 9:00 a.m. on 9 May 2024 (Hong Kong time)) (the “ Deadline ”). H Shareholders should lodge the above documents with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong within the same period.

  • IV. Important: If a Shareholder of the Company has not yet lodged the First Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, such Shareholder is requested to lodge only the Revised Proxy Form. A Shareholder who has lodged the First Proxy Form with the Company or Computershare Hong Kong Investor Services Limited should note that:

  • (1) the duly completed Revised Proxy Form will be treated as the valid proxy form lodged by such Shareholder;

  • (2) if such Shareholder fails to lodge the Revised Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, the lodged First Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received;

  • (3) any Revised Proxy Form which is lodged with the Company or Computershare Hong Kong Investor Services Limited after the Deadline shall be invalid. The First Proxy Form previously lodged by such Shareholder shall not be revoked. The First Proxy Form, if duly completed, will be deemed effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received.

  • V. Shareholders are advised that completion and return of the Revised Proxy Form shall not preclude them from attending and voting at the AGM or any adjournment thereof should they so wish.

  • VI. If the Reply Slip accompanying the Original Notices has been completed and returned in accordance with the instructions printed thereon, it will continue to be valid.

  • VII. Shareholders are requested to refer to the other notes set out in the Original Notices.

– 4 –

APPENDIX

PROPOSED APPOINTMENT OF A SUPERVISOR

The Company held the tenth meeting of the fourth session of the supervisory committee of the Company (the “ Supervisory Committee ”) and the Supervisory Committee considered and approved the proposed appointment of Mr. BU Fanyong as a non-employee representative supervisor of the Supervisory Committee. The proposed appointment of the supervisor will be submitted to the AGM for consideration and approval by the Shareholders.

The Company will enter into a service contract with Mr. BU Fanyong upon the resolution in relation to the proposed appointment of Mr. BU Fanyong as a supervisor being approved at the AGM, for a term commencing from the date of approval at the AGM and ending on the expiry of the term of the fourth session of the Supervisory Committee. Mr. BU Fanyong, as a supervisor of the Company, will receive remuneration under his service contract, which will be determined in accordance with the relevant laws and regulations of the People’s Republic of China and the relevant measures on remuneration of the Company. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the Company will disclose in its annual report the remuneration received by Mr. BU Fanyong from the Company during the relevant reporting period.

Biographical details of Mr. BU Fanyong are set out below:

Mr. BU Fanyong (卜凡勇), aged 47. Mr. BU is a senior economist with a master degree in engineering. From July 1996 to April 2024, Mr. BU held several positions consecutively in Sinopec Shengli Oilfield (中國石化勝利油田) and Sinopec Discipline Inspection and Supervision Group (中國石化紀檢監察組). Mr. BU was nominated as a candidate for supervisor of the Supervisory Committee of SINOPEC SEG in April 2024.

As of the date of this notice, save as disclosed in this notice, Mr. BU Fanyong did not serve as a director in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this notice, Mr. BU Fanyong does not (i) hold any other positions with the Company or its subsidiaries, (ii) have any relationship with any director, supervisor, senior management or substantial or controlling Shareholders of the Company (as defined under the Listing Rules), and (iii) have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in this notice, the board of directors of the Company is not aware of any other matter in relation to the proposed appointment of Mr. BU Fanyong as a supervisor of the Company that needs to be brought to the attention of the Shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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