Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2015

Sep 15, 2015

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)

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2015 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the third extraordinary general meeting (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) for the year 2015 will be held at V-Continent Beijing Parkview Wuzhou Hotel, 8 Beisihuan Zhong Lu, Chaoyang District, Beijing, the PRC at 9 a.m. on Friday, 30 October 2015. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular (the “ Circular ”) dated 14 September 2015.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolutions:

1. to consider and approve the terms under the Financial Services Framework Agreement, the continuing connected transactions thereunder and the proposed annual caps in respect thereof for each of the years ending 31 December 2016, 2017 and 2018, respectively, and to authorise Mr. YAN Shaochun, the executive Director and the President, 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 28 August 2015, so as to effect this resolution and make any changes as he deems necessary, desirable or expedient;

2. to consider and approve the terms under the Engineering and Construction Services Framework Agreement, the continuing connected transactions thereunder and the proposed annual caps in respect thereof for each of the years ending 31 December 2016, 2017 and 2018, respectively, and to authorise Mr. YAN Shaochun, the executive Director and the President, 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 28 August 2015, so as to effect this resolution and make any changes as he deems necessary, desirable or expedient;

3. to consider and approve the proposed appointment of Mr. ZHANG Jianhua as a non-executive Director of the Second Session of the Board;

4. For identification purposes only

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1. to consider and approve the proposed appointment of Mr. LI Guoqing as a non-executive Director of the Second Session of the Board;

2. to consider and approve the proposed appointment of Mr. LU Dong as an executive Director of the Second Session of the Board;

3. to consider and approve the proposed appointment of Mr. YAN Shaochun as an executive Director of the Second Session of the Board;

4. to consider and approve the proposed appointment of Mr. HUI Chiu Chung, Stephen as an independent non-executive Director of the Second Session of the Board;

5. to consider and approve the proposed appointment of Mr. JIN Yong as an independent non-executive Director of the Second Session of the Board;

6. to consider and approve the proposed appointment of Mr. YE Zheng as an independent non-executive Director of the Second Session of the Board;

7. to consider and approve the proposed appointment of Ms. DENG Qunwei as a Supervisor of the Second Session of the Supervisory Committee;

8. to consider and approve the proposed appointment of Mr. ZHOU Yingguan as a Supervisor of the Second Session of the Supervisory Committee;

9. to consider and approve the proposed appointment of Mr. WANG Guoliang as a Supervisor of the Second Session of the Supervisory Committee; and

10. to consider and approve the proposed appointment of Mr. WANG Cunting as a Supervisor of the Second Session of the Supervisory Committee.

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

Vice President and Secretary to the Board

Beijing, the PRC 14 September 2015

As at the date of this notice, the executive Directors are LU Dong, YAN Shaochun, SUN Lili (employee representative Director) and WU Derong (employee representative Director), the non-executive Directors are ZHANG Jianhua and LI Guoqing, and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

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Notes:

ATTENDEE OF THE EGM

1. Eligibility and Registration Procedure for attending the EGM

2. (a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 30 September 2015 to Friday, 30 October 2015 (both days inclusive).

3. (b) Holders of Domestic Shares and H Shares whose names appear on the register of members of the Company before the close of business day on Wednesday, 30 September 2015 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

4. (c) 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. before 4:30 p.m. on Tuesday, 29 September 2015 for registration.

5. (d) A Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorised 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.

6. (e) Holders of Domestic Shares and H Shares intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Saturday, 10 October 2015.

7. (f) Shareholders may send the above reply slip to the Company in person, by post or by fax.

8. Proxy

9. (a) A Shareholder eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder.

10. (b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.

11. (c) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered to the place of business of the Company for holders of Domestic Shares and Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for holders of H Shares not less than 24 hours before the time designated for holding of the EGM.

12. (d) A Shareholder or his/her/its proxy may exercise the right to vote by poll.

3. Resolutions for independent shareholders’ approval

Pursuant to the Hong Kong Listing Rules, the ordinary resolutions numbered 1 and 2 to be proposed at the EGM re subject to Independent Shareholders’ approval. Sinopec Group and its associates will abstain from voting on this resolution.

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4. Miscellaneous

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

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

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

Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC Post Code: 100101 Telephone No.: +86(10) 6499 8114 Facsimile No.: +86(10) 6499 8599

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