Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2017

Nov 3, 2017

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.

==> picture [43 x 44] intentionally omitted <==

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 2017 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for the year 2017 (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at the V-Continent Beijing Parkview Wuzhou Hotel, 8 Beisihuan Zhong Lu, Chaoyang District, Beijing, the PRC at 9 a.m. on Wednesday, 20 December 2017 for the purpose of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular (the “ Circular ”) dated 3 November 2017.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of special resolutions:

• (1) to consider and approve the proposed adoption of H Share Appreciation Rights Scheme and the proposed Initial Grant;

• (2) to consider and approve the authorisation to the Board to deal with matters relating to the H Share Appreciation Rights Scheme;

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

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

• For identification purposes only.

— 1 —

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, Secretary to the Board

Beijing, PRC 3 November 2017

As at the date of this notice, the Company’s executive directors are LU Dong, XIANG Wenwu, SUN Lili (employee representative director) and WU Derong (employee representative director); the non-executive directors are LING Yiqun and LI Guoqing; and the independent non-executive directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

This notice is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and on the website of the Company (www.segroup.cn).

Notes:

ATTENDEE OF THE EGM

1. ELIGIBILITY AND REGISTRATION PROCEDURE FOR ATTENDING THE EGM

• (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 Monday, 20 November 2017 to Wednesday, 20 December 2017 (both days inclusive).

• (b) Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company before the close of business on Monday, 20 November 2017 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

• (c) H Shareholders who wish to attend the EGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Limited before 4:30 p.m. on Friday, 17 November 2017 for registration.

• (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.

• (e) Domestic Shareholders and H Shareholders intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Thursday, 30 November 2017.

• (f) Shareholders may send the above reply slip to the Company by hand, by post or by fax.

— 2 —

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 his/her/its behalf. A proxy needs not be a Shareholder.

• (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 proxy form 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 proxy form must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for H Shareholders not less than 24 hours before the time designated for holding of the EGM.

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

3. 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 Company’s Share Registrar of H Shares, Computershare Hong Kong Investor Services Limited, 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 8054

Facsimile No.: +86(10) 6499 8599

— 3 —