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

Jan 22, 2015

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 2015 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “ EGM ”) for the year 2015 of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Chaoyang District, Beijing, the PRC at 9 a.m. on Tuesday, 10 March 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 23 January 2015.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolution:

• (1) to consider and approve the proposed provision of the Counter Guarantee in respect of Project RAPID in Malaysia in favour of Sinopec Group, the controlling shareholder of the Company, which would constitute a connected transaction and a major transaction, and to approve the authorisation of Mr. YAN Shaochun, the executive Director and President, to sign relevant documents on behalf of the Company and take and adopt measures and steps as he deems necessary or appropriate according to the Board resolutions, in order to effect this resolution and make any amendment to it as he deems necessary, appropriate or desirable; and

* For identification purposes only

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By way of special resolution:

• (2) to consider and approve the amendments to the Articles, and approve the authorisation of Mr. SANG Jinghua, Vice President, the secretary to the Board and the Company secretary, to, on behalf of the Company, deal with all procedural requirements such as applications, approvals, registration and filings in relation to the Proposed Articles Amendments (including the amendments to wording as requested by relevant regulatory authorities).

Details of the above resolution 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, Secretary to the Board and Company Secretary

Beijing, PRC 23 January 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.

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, 7 February 2015 to Tuesday, 10 March 2015 (both days inclusive). Holders of the Company’s H Shares whose names appear on the register of members of the Company before the close of business day on Saturday, 7 February 2015 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM. 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: Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Friday, 6 February 2015 for registration.

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2. Proxy

• (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.

• (b) A proxy should be appointed by a written instrument signed by the appointer or 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.

• (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 not less than 24 hours before the time designated for holding of the EGM. In the case of holders of Domestic Shares, the relevant documents should be delivered to the Company, and in the case of holders of H Shares, the relevant documents should be delivered to Computershare Hong Kong Investor Services Ltd.

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

• Registration procedures for attending the EGM

• (a) 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.

• (b) 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 Tuesday, 17 February 2015.

• (c) Shareholders 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, 7 February 2015 to Tuesday, 10 March 2015 (both days inclusive).

4. Resolution for independent shareholders’ approval

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

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1. Miscellaneous

2. (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.

3. (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.

4. (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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