Sinopec Engineering Group Co Ltd. — Governance Information 2015

Aug 31, 2015

TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE UNDER THE BOARD OF DIRECTORS OF

SINOPEC ENGINEERING (GROUP) CO., LTD.

Chapter 1 General Provisions

Article 1 These terms of reference (these “ Terms ”) are formulated by Sinopec Engineering (Group) Co., Ltd. (the “ Company ”) for the nomination committee (the “ Committee ”) under its board of directors (the “ Board ”) in accordance with the Articles of Association of Sinopec Engineering (Group) Co., Ltd. (the “ Articles ”) , the Company Law of the People’s Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other relevant regulations, in order to set down the composition, responsibilities and rules of procedure of the Committee.

In the event of any discrepancy between the English and Chinese versions of these Terms, the Chinese version shall prevail.

Article 2 The Committee is an internal committee specifically established by and is responsible to the Board.

Chapter 2 Composition

Article 3 The Committee shall comprise a minimum of three members, the majority of which shall be independent non-executive directors of the Company. The Committee shall have a Chairman, who shall be an independent non-executive director appointed by the Board or the chairman of the Board. The Committee may appoint a Vice Chairman, who shall be an independent non-executive director appointed by the Board or the chairman of the Board.

The Committee shall establish an administrative office in the Board Secretariat of the Company, which shall be responsible for undertaking the daily business of the Committee. The Committee may appoint one advisory member, who shall be responsible for assisting in the daily work of the Committee.

Article 4 Members of the Committee shall be nominated by the chairman of the Board, or by more than half of the independent non-executive directors, or by more than one third of all directors and shall be appointed by the Board.

• Article 5 The term of office of a member of the Committee shall be the same as the term of office of his directorship. If a member ceases to be a director of the Company, such member shall automatically cease to be a member of the Committee. A member of the Committee may resign prior to the expiry of his term of office by submitting a written resignation report to the Board, which shall include a statement of the reason for such resignation and if necessary the matters that should be brought to the attention of the Board. If a member of the Committee is disqualified to act or his resignation has been accepted, the Company shall fill in the vacancy by appointing a successor member in accordance with Articles 3 and 4 above.

Article 6 A member of the Committee may concurrently serve as a member of other committees under the Board, provided that such member is able to concurrently perform such duties.

— 1 —

Chapter 3 Duties and Responsibilities

Article 7

The Committee shall perform the following duties and responsibilities:

• (1) to review the structure, size, composition and diversity (including the skills, knowledge and experience) of the Board on an annual basis, and to make recommendations on any proposed changes to the Board to complement the Company’s strategies;

• (2) to recommend individuals suitably qualified to become members of the Board and to select or nominate such individuals for directorships or to make recommendations of such;

• (3) to assess the independence of independent non-executive directors;

• (4) to make recommendations to the Board for the appointment or re-appointment of directors and succession planning for directors, in particular the chairman of the Board and the general manager;

• (5) to review the Company’s board diversity policy, as appropriate, and review the measurable objectives the Board has set for implementing the board diversity policy, and the progress on achieving the objectives to ensure the continued effectiveness of the Board Diversity Policy;

• (6) to report annually on the Board’s composition and make appropriate disclosures regarding the Board Diversity Policy in the Company’s annual report; and

• (7) to fulfill such other duties and responsibilities delegated by the Board.

Article 8 The Committee’s costs shall be covered by the budget of the Company. When performing its duties, the Committee may engage professional advisors at the reasonable cost of the Company.

Article 9 The Chairman of the Committee shall perform the following duties and responsibilities:

• (1) to convene and preside over the meetings of the Committee;

• (2) to take charge of the daily business of the Committee;

• (3) to review, finalize and sign the reports and other important documents of the Committee.

• (4) to examine the implementation of the resolutions and proposals of the Committee;

• (5) to report to the Board on behalf of the Committee; and

• (6) to fulfill such other duties and responsibilities as assigned to the Chairman of the Committee.

If the chairman is unable to or fails to perform his duties, the Vice Chairman shall perform his duties; if the Vice Chairman is unable to or fails to perform his duties, a member of the Committee who is an independent non-executive director as elected by more than half of all members of the Committee shall perform his duties.

— 2 —

Chapter 4 Working Practices, Meetings and Rules of Procedure

Article 10

Working Practices

• (1) the Committee shall actively communicate and coordinate with the relevant departments of the Company in order to understand and prepare written proposals in respect of the Company’s need for new directors;

• (2) the Committee may make recommendations to the Board such individuals from the Company, its parent company or any other companies;

• (3) the Committee may not nominate an individual for directorship until it obtains the consent from such individual with respect to the nomination; and

• (4) the Committee shall carry out such other work in respect of appointment in accordance with the resolutions adopted by the shareholders’ meeting or the Board of meeting.

Article 11 Meetings and Rules of Procedures

• (1) The Committee shall convene at least one meeting each year. The meetings of the Committee shall be convened, and the notice thereof shall be issued, by the Chairman. The notice of the meeting and the meeting agenda shall be delivered to all members of the Committee five to ten days before the date of the meeting. Subject to the consent of all members of the Committee, the foregoing requirement of notification period may be waived;

• (2) The quorum of a meeting of the Committee requires the presence of a majority all members of the Committee (including those represented by another member with a written proxy). Any resolution or advice of the Committee is subject to the approval by a majority of the members present at a meeting with a quorum. All resolutions and advice of the Committee shall be signed by all of its members present at the meeting. In case of a tie, the Chairman of the Committee shall have a casting vote;

• (3) Members of the Committee shall abstain from discussing and voting in respect of topics in which they are involved.

• Article 12 The recommendations adopted at meetings of the Committee shall be reported to the Board.

• Article 13 The Committee shall keep minutes of its meetings, which shall be signed by the members of the Committee present at the meetings.

• Article 14 The administrative office of the Committee shall be responsible for preparing and keeping all meeting documents and data.

• Article 15 Members present at a meeting of the Committee shall keep confidential all the matters discussed at such meeting, and may not disclose such information without authorization.

— 3 —

Chapter 5 Supplementary Provisions

• Article 16 These Terms shall be interpreted by the Committee.

• Article 17 In the event of any conflict between these Terms and any provision of applicable laws and regulations, regulatory documents or regulations in the jurisdiction where the Company is listed, which have been promulgated from time to time, the latter shall prevail.

• Article 18 These Terms and any amendments hereto shall take effect upon the approval of the Board.

— 4 —