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Sinopec Engineering Group Co Ltd. Board/Management Information 2023

Nov 15, 2023

14896_rns_2023-11-15_ab050627-5e2e-4e74-86c6-5d116a4ebda2.pdf

Board/Management 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 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)

CHANGE OF CHIEF FINANCIAL OFFICER, SECRETARY TO THE BOARD AND COMPANY SECRETARY; AND CHANGE OF AUTHORISED REPRESENTATIVES

Change of Chief Financial Officer, Secretary to the Board and Company Secretary

The board of directors (the “ Board ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) hereby announces that, due to work adjustment, Mr. JIA Yiqun (“ Mr. JIA ”) resigned as the chief financial officer, the secretary to the Board and the company secretary of the Company. His resignation has been submitted to the Board with effect from 15 November 2023.

Mr. JIA has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”). The Board would like to express sincere gratitude to Mr. JIA for his outstanding contributions to the restructuring and listing, reform and development of the Company during his tenure of office.

The Board further announces that Mr. YIN Fengbing (“ Mr. YIN ”) has been appointed as the chief financial officer, the secretary to the Board and a joint company secretary of the Company. The above appointments will be effective from 15 November 2023.

* For identification purposes only

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Biographical details of Mr. YIN are set out below:

Mr. YIN, aged 53, is a senior accountant and a university graduate with a Bachelor’s Degree in Engineering. From July 1992 to June 1994, Mr. YIN worked at Sinopec Yizheng Chemical Fibre Company Limited (中國石化儀征化纖股份有限公司). From June 1994 to June 2003, he successively served as the manager of the securities department of the finance company and the manager of the finance department of the Northern Industrial Company (北方實業公司) of Sinopec Yizheng Chemical Fibre Company Limited. From June 2003 to June 2010, he successively worked at the financial planning department and the finance department of China Petrochemical Corporation. From June 2010 to August 2020, he successively served as the deputy director of the comprehensive management division, the director of the financial management division, the manager of the financial management division and the manager of the finance and taxation division of the finance department of China Petrochemical Corporation. From August 2020 to October 2023, he served as the chief accountant of Sinopec Marketing Co., Limited North China Branch Company* (中國石 化銷售股份有限公司華北分公司).

Ms. NG Sau Mei (“ Ms. NG ”) has also been appointed as the other joint company secretary to assist Mr. YIN in discharging his duties as a joint company secretary. The above appointment will be effective from 15 November 2023.

Biographical details of Ms. NG are set out below:

Ms. NG is the director and head of the Listing Services Department of TMF Hong Kong Limited and is responsible for the provision of corporate secretarial and compliance services to listed company clients. She has over 20 years of experience in the company secretarial field and has extensive knowledge and experience in dealing with corporate governance, regulatory and compliance affairs of listed companies. Ms. NG holds a Master’s Degree in Laws from University of London and a Bachelor’s Degree in Laws from City University of Hong Kong, and is a Chartered Secretary, a Chartered Governance Professional and a fellow member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.

Ms. NG meets the qualification requirements for company secretary under Rules 3.28 and 8.17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

  • For identification purposes only

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Waiver from Strict Compliance with Rules 3.28 and 8.17 of the Listing Rules

Pursuant to Rule 8.17 of the Listing Rules, a listed issuer must appoint a company secretary who satisfies the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules stipulates that a listed issuer must appoint as its company secretary an individual who, by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary.

Mr. YIN currently does not hold the qualifications of company secretary as required under Rules 3.28 and 8.17 of the Listing Rules. However, taking into account, among other things, Mr. YIN’s extensive knowledge and experience in corporate administration and his familiarity with the business and operations of the Company, the Board considers that Mr. YIN is capable of discharging the functions of company secretary. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules (the “ Waiver ”) for a period of three years from the date of the appointment of Mr. YIN as a joint company secretary (the “ Waiver Period ”), subject to the following conditions:

  • (i) during the Waiver Period, Mr. YIN will be assisted by Ms. NG, the other joint company secretary, who holds the qualifications of company secretary under Rule 3.28 of the Listing Rules;

  • (ii) the Waiver could be revoked in the event of material breach of the Listing Rules by the Company; and

  • (iii) the Company will announce the details of the Waiver, including its reasons and conditions, in the form of an announcement.

Prior to the expiry of the Waiver Period, the Company shall certify to the Stock Exchange and seek its confirmation that Mr. YIN, having benefited from the assistance of Ms. NG during the Waiver Period, has acquired relevant experience and is capable of satisfying the requirements of Rules 3.28 and 8.17 of the Listing Rules without the need to obtain a waiver.

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Change of Authorised Representatives

Pursuant to Rule 3.05 of the Listing Rules, every listed issuer shall appoint two authorised representatives (the “ Authorised Representatives ”) who shall act as the listed issuer’s principal channel of communication with the Stock Exchange. Due to work adjustment, Mr. JIANG Dejun and Mr. JIA ceased to be the Authorised Representatives of the Company.

The Board announces that Mr. ZHANG Xinming, the director and president of the Company, and Mr. YIN, have been appointed as the Authorised Representatives with effect from 15 November 2023.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIANG Dejun Chairman of the Board

Beijing, the PRC 15 November 2023

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

# Executive Directors

* Non-executive Directors

+ Independent non-executive Directors

This announcement 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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