Sinopec Engineering Group Co Ltd. — Board/Management Information 2017

Jan 5, 2017

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 form of proxy, 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)

PROPOSED APPOINTMENTS OF DIRECTORS

A letter from the Board is set out on pages 3 to 5 of this circular.

An extract of the notice convening the first extraordinary general meeting of the Company for the year 2017 (the “ EGM ”) to be held at Tower B, Lanhua International Building, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC at 9 a.m. on Tuesday, 21 February 2017 is set out on pages 6 to 8 of this circular.

If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Tuesday, 31 January 2017.

Whether or not you are able to attend the EGM, 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 such meeting (or any adjourned meeting thereof). Completion and delivery of the proxy form shall not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

* For identification purposes only.

5 January 2017

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX — BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS . . . .	9

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DEFINITIONS

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

“Articles”	the articles of association of the Company, as amended,
	supplemented or otherwise modified from time to time)
“Board of Directors” or “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 Main Board of
	Hong Kong Stock Exchange (Stock Code: 2386)
“Director(s)”	director(s) of the Company
“Domestic Share(s)”	ordinary share(s) of the capital of the Company, with a
	nominal value of RMB1.00 each, which are subscribed for
	and paid up in RMB and are unlisted Shares which are
	currently not listed or traded on any stock exchange
“Domestic Shareholders”	the Shareholder(s) who/which hold Domestic Share(s)
“EGM”	the first extraordinary general meeting of the Company for the
	year 2017 to be convened and held on 21 February 2017
“EGM Notice”	the notice for convening the EGM set out on pages 6 to 8 of
	this circular
“H Share(s)”	overseas listed foreign invested ordinary share(s) in the
	ordinary 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 Shareholders”	the Shareholders who/which hold H Shares
“Hong Kong” or “HK”	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
“PRC” or “People’s Republic of	the People’s Republic of China which, for the purpose of this
China”	circular, excludes Hong Kong, Macau Special Administration
	Region of the PRC and Taiwan

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DEFINITIONS

“RMB” the lawful currency of the PRC “Securities and Futures Securities and Futures Ordinance (Chapter 571 of the laws of Ordinance” Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” share(s) in the capital of the Company, with a nominal value of RMB1.00 each “Shareholder(s)” holder(s) of the Share(s)

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LETTER FROM THE BOARD

5 January 2017

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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)

Non-executive Directors: ZHANG Jianhua (章建華) (Chairman) LI Guoqing (李國清)

Executive Directors: LU Dong (陸東) (Vice Chairman) YAN Shaochun (閆少春) SUN Lili (孫麗麗) (employee representative director) WU Derong (吳德榮) (employee representative director)

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

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENTS OF DIRECTORS

I. INTRODUCTION

The purpose of this circular is to provide you with, among other things, further information in relation to the resolutions to be proposed at the EGM to consider and, if thought fit, approve the proposed appointments of Directors.

II. PROPOSED APPOINTMENTS OF DIRECTORS

Resignations of Directors

The Board was notified by Mr. ZHANG Jianhua of his resignation as a non-executive Director of the Company, the chairman of the Board and the chairman of the nomination committee of the

* For identification purposes only.

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LETTER FROM THE BOARD

Board in consideration of his job adjustment. According to Article 99 of the Articles, Mr. ZHANG Jianhua shall perform his duties as a Director in accordance with the laws, administrative regulations and the provisions of the Articles until the newly elected Director assumes office. According to Article 106 of the Articles and the power of attorney signed by Mr. ZHANG Jianhua, the executive Director of the Company and the vice chairman of the Board, Mr. LU Dong, will perform the duties of the chairman of the Board on behalf of Mr. ZHANG Jianhua until the appointment of a new Director is approved at Shareholders’ meeting of the Company. Mr. ZHANG Jianhua has confirmed that he does not have any disagreement with the Board or the Company and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders. For details, please refer to the announcement entitled “Resignation of a Director” issued by the Company on 12 September 2016.

The Board was notified by Mr. YAN Shaochun of his resignation as an executive Director of the Company, the president of the Company and the member of the strategy and development committee of the Board in consideration of his job adjustment. According to Article 99 of the Articles, Mr. YAN Shaochun shall perform his duties as a Director in accordance with the laws, administrative regulations and the provisions of the Articles until the newly elected Director assumes office. Mr. YAN Shaochun has confirmed that he does not have any disagreement with the Board or the Company and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders. For details, please refer to the announcement entitled “Resignation of a Director and the President, Appointment of the President, and Proposed Appointment of a Director” issued by the Company on 5 January 2017.

Proposed Appointments of Directors

On 5 January 2017, the Board considered and approved the nomination of Mr. LING Yiqun as a candidate for non-executive Director and Mr. XIANG Wenwu as a candidate for executive Director for a term commencing from the date of appointment and ending on the expiry of the term of the Second Session of the Board.

According to the Articles, the proposed appointment of a Director assumed by a non-employee representative of the Company is subject to Shareholders’ approval. The proposals of the appointments of Mr. LING Yiqun as a non-executive Director and Mr. XIANG Wenwu as an executive Director will be put forward at the EGM for the Shareholders’ consideration and approval by way of ordinary resolutions.

The Company will respectively enter into relevant service contracts with each of Mr. LING Yiqun and Mr. XIANG Wenwu upon their respective appointments as a Director being approved at the EGM, for a term commencing from the date of appointment and ending on the expiry of the term of the Second Session of the Board. It is expected that Mr. LING Yiqun will not receive any remuneration for serving as a non-executive Director. It is expected that Mr. XIANG Wenwu will receive remuneration for serving as an executive Director, the details of which will be disclosed pursuant to the requirements under the Hong Kong Listing Rules upon his appointment as a Director being approved at the EGM.

Biographical details of each of Mr. LING Yiqun and Mr. XIANG Wenwu are set out in the Appendix to this circular.

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LETTER FROM THE BOARD

As at the date of this circular, save as disclosed in this circular, neither Mr. LING Yiqun nor Mr. XIANG Wenwu served as a director in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or had any relationship with any Director, supervisor, senior management member or substantial shareholder (as defined in the Hong Kong Listing Rules) of the Company.

As at the date of this circular, neither Mr. LING Yiqun nor Mr. XIANG Wenwu had any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance. Neither Mr. LING Yiqun nor Mr. XIANG Wenwu had ever been penalised by any securities regulatory authorities or any other relevant authorities.

Save as disclosed in this circular, the Board is not aware of other matter in relation to Mr. LING Yiqun being proposed to be appointed as a non-executive Director or Mr. XIANG Wenwu being proposed to be appointed as an executive Director that needs to be brought to the attention of the Shareholders or other information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

III. RECOMMENDATION

The Directors (including all independent non-executive Directors) consider that the resolutions in relation to the above proposed appointments of Mr. LING Yiqun as a non-executive Director and Mr. XIANG Wenwu as an executive Director are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM as set out in the EGM Notice.

By order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. SANG Jinghua

Vice President, Secretary to the Board

Beijing, PRC 5 January 2017

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2017 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for the year 2017 (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Tower B, Lanhua International Building, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC at 9 a.m. on Tuesday, 21 February 2017 for the purpose of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular (the “ Circular ”) dated 5 January 2017.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolutions:

• (1) to consider and approve the appointment of Mr. LING Yiqun as a non-executive Director; and

• (2) to consider and approve the appointment of Mr. XIANG Wenwu as an executive Director.

Details of the above resolutions proposed at the EGM 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. SANG Jinghua

Vice President, Secretary to the Board

Beijing, PRC 5 January 2017

• For identification purposes only.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Company’s executive directors are LU Dong, YAN Shaochun, SUN Lili (employee representative director) and WU Derong (employee representative director); the non-executive directors are ZHANG Jianhua and LI Guoqing; and the independent non-executive directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

This announcement will be 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).

Notes:

ATTENDEE OF THE EGM

1. Eligibility and Registration Procedure for attending the EGM

• (a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Saturday, 21 January 2017 to Tuesday, 21 February 2017 (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 Saturday, 21 January 2017 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

• (c) H Shareholders who wish to attend the EGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Limited before 4:30 p.m. on Friday, 20 January 2017 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 EGM 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 EGM should return the reply slip for attending the EGM to the Company on or before Tuesday, 31 January 2017.

• (f) Shareholders may send the above reply slip to the Company in person, by post or by fax.

2. Proxy

• (a) A member eligible to attend and vote at the EGM 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 form of proxy 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.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (c) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Limited 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 of the EGM.

• (d) A Shareholder or his/her/its proxy may exercise the right to vote by poll.

3. Miscellaneous

• (a) The EGM will not last for more than one working day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.

• (b) The address of the Company’s Share Registrar of H Shares, Computershare Hong Kong Investor Services Limited, 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:

Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC Post Code: 100101 Telephone No.: +86(10) 6499 8054 Facsimile No.: +86(10) 6499 8599

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APPENDIX BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Biographical details of candidates for Directors of SINOPEC Engineering (Group) Co., Ltd.

Mr. LING Yiqun

Mr. LING Yiqun (凌逸群), aged 54, is the vice president of China Petroleum & Chemical Corporation (中國石油化工股份有限公司) (HKSE: 0386, SSE: 600028, “ Sinopec Corp. ”). Mr. LING is a senior engineer at professor level with a PhD degree. Mr. LING worked at the refinery of Beijing Yanshan Petrochemical Company (北京燕山石化公司煉油廠) and the Refining Division of Beijing Yanshan Petrochemical Company Limited (北京燕山石化有限公司) from November 1983 to February 2000. He served as a deputy director general of the Refining Department of Sinopec Corp. from February 2000 to June 2003; a director general of the Refining Department of Sinopec Corp. from June 2003 to August 2013; a vice president of Sinopec Corp. since July 2010; the vice chairman of the board of Saudi Yanbu Refinery Joint Venture (沙特延布煉廠合資公司) from September 2011 to March 2014; the executive director and the general manager of Sinopec Refinery & Marketing Limited (中 國石化煉油銷售有限公司) from May 2012 to July 2013; a non-executive Director of the Company from August 2012 to January 2015; the president of Qilu Branch of SINOPEC Corp. (中國石化股份 齊魯分公司) from August 2013 to August 2016.

Mr. XIANG Wenwu

Mr. XIANG Wenwu (向文武), aged 50, is a vice president of the Company, who is a senior economist at professor level with a PhD degree. He served as deputy manager of Sinopec Group Second Construction Company (中國石化集團第二建設公司) (“ Sinopec Group SCC ”) from June 1999 to March 2004; a manager of Sinopec Group SCC from March 2004 to December 2008; the president of Sinopec Group SCC from December 2008 to July 2010; a director and the president of Sinopec Group Nanjing Engineering & Construction Incorporation (中國石化集團南京工程有限公司) from December 2009 to April 2012; an executive director and the president of Sinopec Nanjing Engineering & Construction Incorporation (中石化南京工程有限公司) from April 2012 to November 2014. Mr. XIANG has been the vice president of the Company since August 2012.

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