Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2013

Sep 10, 2013

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

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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)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2013

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC on Monday, October 28, 2013 at 9 a.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company’s circular dated September 10, 2013.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolutions:

1. To consider and approve the Financial Services Framework Agreement, the continuing connected transactions thereunder and the Proposed Annual Caps, and to authorize Jia Yiqun, the Company’s Chief Financial Officer, to sign relevant documents on behalf of the Company, and do such things and take such actions as he deems necessary or desirable in accordance with the resolutions of the Board dated August 16, 2013, so as to effect this resolution and make any changes as he deems necessary, desirable or expedient.

2. To consider and approve the proposed 2013 interim dividend distribution plan.

3. To consider and approve the proposed appointment of Grant Thornton (Special General Partnership) and Grant Thornton Hong Kong Limited as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year 2013.

4. To consider and approve the proposed 2013 business operation plan, investment plan and financial budget plan.

5. For identification purposes only

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By way of special resolution:

1. To consider and approve the Proposed Articles Amendments, and to authorize the secretary to the Board and the Company Secretary, on behalf of the Company, to deal with all procedural requirements such as applications, approvals, registrations and filings in relation to the Proposed Articles Amendments (including cosmetic amendments as requested by the regulatory authorities).

Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the website of the Company (www.segroup.cn).

By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Sang Jinghua Secretary to the Board and Company Secretary

Beijing, PRC

September 10, 2013

As of the date of this notice, the executive director is Yan Shaochun; the non-executive directors are Cai Xiyou, Zhang Kehua, Lei Dianwu, Ling Yiqun and Chang Zhenyong; and the independent non-executive directors are Hui Chiu Chung, Stephen, Jin Yong and Ye Zheng.

Notes:

ATTENDEE OF THE EGM

1. ELIGIBILITY FOR ATTENDING THE EGM

For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM, the H Share register of members of the Company will be closed from Saturday, September 28, 2013 to Monday, October 28, 2013 (both days inclusive). Holders of H Shares who wish to attend the EGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Friday, September 27, 2013 for registration.

2. Proxy

• (a) A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on its behalf. A proxy need not be a shareholder of the Company.

• (b) A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorizing that attorney to sign or the authorization document(s) must be notarized.

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• (c) To be valid, the power of attorney or other authorization document(s) which have been notarized together with the completed form of proxy must be delivered to the place of business of the Company. In the case of holders of Domestic Shares, the address is the Company, Tower B, No. 19 Anyuan, Anhuibeili, Chaoyang District, Beijing (or via fax no.: (+86)10 6499 8599), and in the case of holders of H Shares, the address is Computershare Hong Kong Investor Services Ltd., Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time designated for holding of the EGM.

• (d) A Shareholder or his proxy may exercise the right to vote by poll.

3. Registration procedures for attending the EGM

• (a) A Shareholder or his proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorized by the board of directors or other governing body of such Shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.

• (b) Holders of H Shares and Domestic Shares intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Tuesday, October 8, 2013.

• (c) Shareholder may send the above reply slip to the Company in person, by post or by fax.

• (d) Closure of Register of Members. The H Share register of members of the Company will be closed from Saturday, September 28, 2013 to Monday, October 28, 2013 (both days inclusive).

4. Resolution for independent shareholders’ approval

Pursuant to the Hong Kong Listing Rules, the ordinary resolution numbered 1 proposed at the EGM is subject to the approval of the Independent Shareholders. China Petrochemical Corporation and its associates will abstain from voting on such ordinary resolution at the EGM.

5. Miscellaneous

• (a) The EGM will not last for more than one working day. Shareholders who attend shall bear their own travelling and accommodation expenses.

• (b) For the purpose of ascertaining Shareholders who qualify for the 2013 interim dividends, the H Share register of members of the Company will be closed from Wednesday, November 6, 2013 to Monday, November 11, 2013 (both days inclusive). In order to qualify for the 2013 interim dividends, holders of H shares shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Tuesday, November 5, 2013 for registration.

• (c) The address of the Share Registrar of H Shares of the Company: Computershare Hong Kong Investor Services Ltd. is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (d) The place of business of the Company is at:

Tower B, No. 19 Anyuan, Anhuibeili, Chaoyang District, Beijing, the PRC Post Code: 100101

Telephone No.: (+86) 10 6499 8114 Facsimile No.: (+86) 10 6499 8599

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