Sinopec Engineering Group Co Ltd. — Governance Information 2022

Mar 20, 2022

SINOPEC ENGINEERING (GROUP) CO., LTD.

TERMS OF REFERENCE OF THE ESG COMMITTEE OF THE BOARD OF DIRECTORS

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CHAPTER I GENERAL

• Article 1 In order to define the composition and the duties and responsibilities of the ESG Committee (the “ESG Committee”, or the “Committee”) of the board of directors of Sinopec Engineering (Group) Co., Ltd. (the “Company”) and to regulate the working procedures, the Company has hereby developed these working rules in accordance with the Articles of Association of Sinopec Engineering (Group) Co., Ltd. (the “Articles of Association”), the Rules of Procedures of the Board Meeting of Sinopec Engineering (Group) Co., Ltd. (the “Rules of Procedures”) and other relevant requirements.

• Article 2 The ESG Committee is an internal committee specifically set up by and responsible to the board of directors.

CHAPTER II COMPOSITION OF THE ESG COMMITTEE

• Article 3 The ESG Committee shall comprise of at least three directors and have one chairperson, who shall be the Committee members designated by the board of directors.

• Article 4 Members of the Committee shall serve for the same term as the directors of the Company. Any member of the Committee who ceases to be a director of the Company shall become automatically disqualified from the Committee and the Company shall, if necessary, appoint a replacement to fill in the vacancy so caused pursuant to the above provisions.

• Article 5 The ESG Committee may, if needed, engage advisory members who provide advices in accordance with the requirements of the Committee.

• Article 6 The administrative office shall be established in the office of the board of directors, responsible for undertaking the ESG Committee's substantive business, and such substantive business may be facilitated and implemented by a working group established by a relevant department.

CHAPTER III DUTIES AND RESPONSIBILITIES OF THE ESG COMMITTEE

Article 7 The ESG Committee shall discharge the following duties and responsibilities:

• (1) To advise on the significant decisions related to the ESG development of the Company, including environment, society, governance, etc.;

• (2) To supervise over the ESG development strategy of the Company, the implementation of the plan and the progress;

• (3) To supervise over the undertaking and performance of the Company in response to climate change, guaranteeing health and safety, performing social responsibilities and other key advices, and provide advice to the board of directors;

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• (4) To pay attention to the important information of the ESG development matters related to the business of the Company, study the ESG development-relevant matters of the Company, and provide advice to the board of directors;

• (5) To consider and review the annual ESG report of the Company and provide advice to the board of directors;

• (6) Other matters authorized by the board of directors.

The working expenses and costs of the ESG Committee shall be included in the budget of the Company; when discharging duties and responsibilities, it shall have the right to engage professional personnel with the reasonable costs and expenses incurred to be assumed by the Company.

The senior management and the relevant department shall hold a cooperative and supporting attitude towards the ESG Committee, provide relevant information and proactively assist the Committee in the work.

• Article 8 The chairperson of the ESG Committee shall discharge the following duties and responsibilities:

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

• (2) To preside over the day-to-day work of the Committee;

• (3) To review, finalize and execute the reports of the Committee and other information documents;

• (4) To review the decisions of the Committee and the implementation of the advice;

• (5) To report the work to the board of directors on behalf of the Committee;

• (6) To discharge other duties and responsibilities that shall be discharged by the chairperson.

  • If the chairperson of the ESG Committee is unable or fails to perform his duties, a member of the Committee who is recommended by more than half of the Committee members shall act in his duties and responsibilities.

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CHAPTER IV WORKING METHODS AND PROCEDURES OF THE ESG COMMITTEE

• Article 9 The meetings of the ESG Committee shall be convened by the chairperson, or two or more of the members of the Committee on a regular or necessary basis.

• Article 10 The chairperson shall preside over the meeting and issue notice of the meeting. Notice and documents of the meeting shall be sent to all the Committee members at least five days before the date of the meeting. Subject to the consent of all the Committee members, the foregoing requirement of the notification period may be waived.

• Article 11 More than half of the members of the Committee (including a proxy duly authorized in writing) shall be a quorum for a Committee meeting. Any of the resolutions or advice made by the ESG Committee shall be subject to the approval of more than half of all the members present at the meeting. All the resolutions or advice shall be signed by the members present at the meeting. Each member of the Committee shall have one vote. In the event of an equality of votes for and against a resolution, the chairperson of the Committee shall have the casting vote.

• Article 12 Voting at the meetings of the Committee may be by show of hands or poll or by telecommunication.

• Article 13 Resolution or advice approved at the meetings of the Committee shall be reported to the board of directors.

• Article 14 The Committee shall keep minutes of its meetings, which shall be signed by the Committee members present at the meeting.

• Article 15 The meeting minutes and other documents of the ESG Committee shall be prepared and kept by the administrative office.

CHAPTER V SUPPLEMENTARY

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

• Article 17 In the case of any conflict between these Terms and applicable laws and regulations, relevant regulatory documents and listing rules adopted from time to time, the latter shall prevail.

• Article 18 The establishment and amendments of these Terms shall come into effect upon the approval of board of directors of the Company.

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