Sinopec Engineering Group Co Ltd. — Board/Management Information 2018

Aug 21, 2018

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

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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)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE THIRTEENTH MEETING OF THE SECOND SESSION OF THE BOARD PROPOSED AMENDMENTS TO THE ARTICLES

SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) held the thirteenth meeting (the “ Meeting ”) of the Second Session of the board of directors of the Company (the “ Board ”) on 21 August 2017.

The convening of, and the procedures for holding, the Meeting were in compliance with relevant laws, regulations and the Company’s articles of association (the “ Articles ”).

The Board hereby announces that, after due consideration, each of the following resolutions was approved at the Meeting:

1. The proposed report on the fulfillment of the key targets for the first half of 2018 and the proposed report on the work arrangements for the second half of 2018.

2. The proposed report on the operating results, financial conditions and other relevant matters for the first half of 2018.

3. The proposal to approve the audited 2018 interim financial report.

4. The proposed 2018 interim report and results announcement.

5. The proposed 2018 interim dividend distribution plan.

• For identification purpose only

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1. The proposed “SINOPEC Engineering (Group) Co., Ltd. Internal Control Manuals (Edition 2018)”.

2. The proposal to amend the Articles.

3. The proposal to deregister and transfer of overseas branches or subsidiaries.

4. The proposal to adjust and increase the annual caps of for the year 2018 of the continuing connected transactions under the General Services Framework Agreement.

5. The proposal to enter into supplementary continuing connected transactions agreements with Sinopec Group and approve the continuing connected transactions and the corresponding annual caps for the year 2019 to 2021. For details, please refer to the Company’s announcement dated 21 August 2018 in relation to the renewal of continuing connected transactions.

6. The proposal to elect non-employee representative Directors of the Third Session of the Board.

7. The proposal to elect non-employee representative Supervisors of the Third Session of the Supervisory Committee.

8. The proposal to convene the first extraordinary meeting of 2018.

At the Company’s annual general meeting for the year 2017 held on 8 May 2018, the shareholders of the Company (the “ Shareholders ”) passed an ordinary resolution authorising the Board to determine the interim profit distribution plan of the Company for the year 2018. Therefore, the above proposal for the distribution of the interim dividend was not required to be re-submitted to the Shareholders for review and approval. For details of the distribution proposal, please refer to the announcement entitled “Distribution of 2018 Interim Dividend and Closure of Register of Members for H Shares” issued by the Company on 21 August 2018.

PROPOSED AMENDMENTS TO THE ARTICLES

Rationale for Proposed Amendments to the Articles

In accordance with the Company Law and given the registered address of the Company changes, amendments are proposed to be made to the Articles. The above amendments are subject to approval at the first extraordinary general meeting for the year 2018 of the Company (the “ EGM ”). A circular containing, among others, details of the amendments and a notice of the EGM will be despatched to the Shareholders in due course.

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MAJOR CONTENTS OF THE PROPOSED AMENDMENTS TO THE ARTICLES

Proposed Amendments to Article 3 of the Articles

The current Article 3 of the Articles:

The address of the Company: A6 Huixindong Street, Chaoyang District, Beijing, China

Zip: 100029

Tel: 86-10-69196380

Fax: 86-10-69196637

is proposed to be amended as follows:

The address of the Company: 101, 5/F, Building 8, Shenggujiayuan, Chaoyang District, Beijing, China

Zip: 100029

Tel: 86-10-56730522

Fax: 86-10-56730500

By the Order of the Board SINOPEC Engineering (Group) Co., Ltd. SANG Jinghua Vice President, Secretary to the Board

Beijing, PRC 21 August 2018

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

This announcement 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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