Sinopec Engineering Group Co Ltd. — Governance Information 2025

Dec 24, 2025

TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE UNDER THE BOARD OF DIRECTORS OF SINOPEC ENGINEERING (GROUP) CO., LTD.

(Approved by resolution at the tenth meeting of the fifth session of the board of directors of the Company in 2025)

1 General Provisions

1.1 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.

1.2 The Committee is a committee specifically established by and is responsible to the Board.

2 Composition of the Committee

2.1 The Committee shall comprise a minimum of three directors, the majority of which shall be independent directors of the Company. The Committee shall have a chairperson, who shall be an independent director appointed by the Board or the Chairman of the Board. The Committee may appoint a vice chairperson, who shall be an independent 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.

2.2 Members of the Committee shall be nominated by the Chairman of the Board, or by a majority of the independent directors, or by one-third or more of all directors, and shall be appointed by the Board.

2.3 The tenure of a member of the Committee shall be the same as the tenure of his/her directorship. If a member of the Committee 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/her 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 from acting or his/her resignation has been accepted, the Company shall fill in the vacancy by appointing a successor member in accordance with Articles 2.1 and 2.2 above.

• 1 -

---

3 Duties and Responsibilities of the Committee

3.1 The Committee shall perform the following duties and responsibilities:

(1) to review the structure, size and composition (including the skills, knowledge and experience) of the Board on an annual basis, assist the Board in preparing a board skills matrix, and 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 to the Board;

(3) to assess the independence of independent 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 president;

(5) to support the Company’s regular evaluation of the Board’s performance;

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

3.2 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.

3.3 The chairperson 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, determine 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;

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

If the chairperson is unable to or fails to perform his/her duties, the vice chairperson shall perform his/her duties; if the vice chairperson is unable to or fails to perform his/her duties, a member of the Committee who is an independent director as elected by a majority of all members of the Committee shall perform his/her duties.

• 2 -

---

4 Working Practices, Meetings and Rules of Procedures of the Committee

4.1 Working Practices of the Committee

(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 holding 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;

(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.

4.2 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 chairperson. 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) a majority 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 Committee shall be subject to the approval of a majority 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;

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

4.3 The recommendations adopted at meetings of the Committee shall be reported to the Board.

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

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

4.6 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 -

---

5 Supplementary Provisions

5.1 These Terms shall be interpreted by the Committee.

5.2 In the event of any conflict between these Terms and any provision of relevant regulatory rules, which have been promulgated from time to time, the latter shall prevail.

5.3 Unless otherwise indicated, the terms used in herein shall have the same meanings as those in the Articles.

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

5.5 These Terms and any amendments hereto shall take effect upon the approval of the Board.

• 4 -