Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2019

Aug 19, 2019

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SINOPEC Engineering (Group) Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

==> 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)

PROPOSED AMENDMENTS TO THE ARTICLES

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE SHAREHOLDERS

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE BOARD OF DIRECTORS

A letter from the Board is set out on pages 3 to 19 of this circular.

An extract of the notice convening the first extraordinary general meeting of the Company for the year 2019 (the “ EGM ”) to be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on Friday, 11 October 2019 is set out on pages 20 to 22 of this circular.

If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Saturday, 21 September 2019.

Whether or not you are able to attend the EGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time scheduled for holding such meeting (or any adjourned meeting thereof). Completion and delivery of the proxy form shall not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

• For identification purposes only

19 August 2019

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings.

• “Articles”

the Articles of Association of SINOPEC Engineering (Group) Co., Ltd. (H Share), as amended, supplemented or otherwise modified from time to time

• “Board of Directors” or “Board” the board of directors of the Company

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• “Company” SINOPEC Engineering (Group) Co., Ltd., a joint stock limited liability company incorporated under the laws of the PRC on 28 August 2012, which is listed on the Main Board of Hong Kong Stock Exchange (Stock Code: 2386)

• “Company Law” the Company Law of the People’s Republic of China (中華人民 共和國公司法), as amended and adopted by the Standing Committee of the Twelfth National People’s Congress on 28 December 2013 and effective on 1 March 2014, as amended, supplemented or otherwise modified from time to time

• “Director(s)” the director(s) of the Company

• “Domestic Share(s)” ordinary share(s) of the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and are unlisted Shares which are currently not listed or traded on any stock exchange

• “Domestic Shareholder(s)” the Shareholder(s) who/which hold Domestic Share(s)

• “EGM” the first extraordinary general meeting of the Company for the year 2019 to be convened and held on 11 October 2019

• “EGM Notice” the notice for convening the EGM set out on pages 20 to 22 of this circular

• “Group” or “we” the Company and its subsidiaries

• “H Share(s)” overseas listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange

“H Shareholder(s)” the Shareholder(s) who/which hold H Shares

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Hong Kong Listing Rules”

• “Hong Kong Stock Exchange”

• “PRC” or “People’s Republic of China”

“RMB”

• “Rules and Procedures for the Meetings of the Board of Directors”

• “Rules and Procedures for the Meetings of the Shareholders”

• “Share(s)”

• “Shareholder(s)”

• “subsidiary” or “subsidiaries”

• “Supervisor(s)”

• “Supervisory Committee”

“%”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

The Stock Exchange of Hong Kong Limited

the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administration Region of the PRC and Taiwan

the lawful currency of the PRC

the Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.

the Rules and Procedures for the Meetings of the Shareholders of SINOPEC Engineering (Group) Co., Ltd.

share(s) in the capital of the Company, with a nominal value of RMB1.00 each

holder(s) of the Share(s)

has the meaning ascribed thereto in section 15 of the Companies Ordinance

the member(s) of the Supervisory Committee

the Company’s supervisory committee established pursuant to the Company Law

percentage ratio

– 2 –

LETTER FROM THE BOARD

==> 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)

Non-executive Directors: YU Baocai (喻寶才) (Chairman) WU Wenxin (吳文信)

Executive Directors: LU Dong (陸東) (Vice Chairman) XIANG Wenwu (向文武) SUN Lili (孫麗麗) (employee representative Director) ZHOU Yingguan (周贏冠) (employee representative Director)

Independent non-executive Directors: HUI Chiu Chung, Stephen (許照中) JIN Yong (金涌) YE Zheng (葉政)

19 August 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE SHAREHOLDERS

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE BOARD OF DIRECTORS

* For identification purposes only

– 3 –

LETTER FROM THE BOARD

I INTRODUCTION

The purpose of this circular is to provide you with, among other things, further information in relation to the following resolutions to be proposed at the EGM:

1. to consider and approve the proposed amendments to the Articles;

2. to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Shareholders; and

3. to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Board of Directors.

II PROPOSED AMENDMENTS TO THE ARTICLES

1. Rationale for Proposed Amendments to the Articles

In order to further enhance the corporate governance to promote the long-term development of the Company, and taking into account the actual circumstances of the Company, it is proposed to amend relevant provisions of the Articles for the following reasons:

• (1) At the second meeting of the Third Session of the Board of Directors convened on 8 March 2019, the Board approved the set up of a Information Center of SINOPEC Engineering (Group) Co., Ltd. (the “ Information Center ”) as a branch of the Company. In accordance with the Company Law and other relevant laws and regulations, the Company, being the headquarters of the Information Center, shall have the business scope covering the business activities to be carried out by the Information Center. According to the responsibility, positioning and development plan of the Information Center, it is proposed to expand the business scope of the Company and amend the Articles;

• (2) The sixth meeting of the Standing Committee of the Thirteenth National People’s Congress reviewed and approved the revisions to Article 142 of the Company Law regarding repurchase by a company of its own shares, which supplements circumstances under which a company is allowed to repurchase its own shares. It is proposed to amend relevant provisions of the Articles to reflect such revisions in the Company Law; and

• (3) Certain provisions in the Articles are no longer applicable under current laws and regulations. It is proposed to make amendments to such provisions.

The amended Articles will become effective on the date when they are considered and approved at the EGM by way of a special resolution.

– 4 –

LETTER FROM THE BOARD

2. Major Contents of the Proposed Articles Amendments

Should there be any discrepancy between the English language and the Chinese language in respect of the proposed amendments to the Articles, the Chinese language shall prevail.

(1) Proposed amendments to paragraph 2 of Article 12 of the Articles

The current paragraph 2 of Article 12:

The Company’s scope of business includes: licensed projects: dispatch of labour required for overseas projects; general projects: contracting in respect of (among other things) local and overseas oil refining, petrochemical engineering, coal chemical engineering, natural gas and unconventional gas engineering, ocean engineering, environmental engineering, energy saving engineering, biological and renewable energy engineering, storage and transportation engineering, inorganic chemical engineering, pharmaceuticals, power and municipal engineering projects; project consultancy, exploration, design, procurement, construction, installation, transportation and supervision; project management services, investment and financing services, startup services, operation and maintenance services as well as energy saving and environmental protection services; technical research and development, technical transfer (license), technical consultancy and technical services; design, manufacturing and sale of equipment and pressure vessels; import and export business. (Projects that are required to be approved according to laws can only be conducted after being approved by relevant authorities.)

is proposed to be amended as follows:

The Company’s scope of business includes: local and overseas oil refining, petrochemical engineering, coal chemical engineering, natural gas and unconventional gas engineering, ocean engineering, environmental engineering, energy saving engineering, biological and renewable energy engineering, storage and transportation engineering, inorganic chemical engineering, pharmaceuticals, power and municipal engineering projects; project consultancy, exploration, design, procurement, construction, installation, transportation and supervision, startup services, operation and maintenance services, energy saving and environmental protection services and projects management services; engineering project management; technical research and development, technical transfer, technical consultancy and technical services; investment and investment management; design and sale of pressure vessels and equipment; import and export business; dispatch of labour required for overseas projects; computer system services; software development; data processing (excluding bank card centre and cloud computing data centres with PUE values above 1.5 in data processing); sale of electronic products and machinery. (Enterprises independently choose to operate projects and carry out business activities according to laws; Projects that are required to be approved according to laws can only be conducted after being approved by relevant authorities; Business activities prohibited or restricted by industrial policies of the city are not allowed.)

– 5 –

LETTER FROM THE BOARD

(2) Proposed amendments to Article 26 of the Articles

The current Article 26:

The Company may, in accordance with the procedures set out in these Articles of Association and with the approval of the relevant competent authority, repurchase its outstanding shares under the following circumstances:

• (1) cancellation of shares for the purposes of reducing its capital;

• (2) merging with another company that holds shares of the company;

• (3) rewarding the employees of the Company with shares;

• (4) when requested by any shareholder to purchase his shares because this shareholder objects to any resolution of merger or division made by the Company at general meeting;

• (5) other circumstances permitted by law, administrative regulations or competent authorities.

Apart from the foregoing, the Company shall not purchase its own shares.

is proposed to be amended as follows:

The Company may, in accordance with the procedures set out in these Articles of Association and with the approval of the relevant competent authority, repurchase its outstanding shares under the following circumstances:

• (1) cancellation of shares for the purposes of reducing its capital;

• (2) merging with another company that holds shares of the company;

• (3) contributing shares in employee stock ownership plan or share option incentive plan;

• (4) when requested by any shareholder to purchase his shares because this shareholder objects to any resolution of merger or division made by the Company at general meeting;

• (5) converting to shares when the corporate bonds convertible into stocks issued by listed company are exercised;

– 6 –

LETTER FROM THE BOARD

• (6) when necessary, for the listed company to maintain its value and shareholders’ interests;

• (7) other circumstances permitted by law, administrative regulations or competent authorities.

Apart from the foregoing, the Company shall not purchase its own shares.

(3) Proposed amendments to Article 27 of the Articles

The current Article 27:

The Company may repurchase shares in one of the following ways, with the approval of the relevant competent authority:

• (1) by making an offer for the repurchase of shares to all its shareholders on a pro-rata basis;

• (2) by on-market repurchase;

• (3) by off-market repurchase through an agreement;

• (4) by any other means which is permitted by competent authorities.

is proposed to be amended as follows:

The Company may repurchase shares in one of the following ways, with the approval of the relevant competent authority:

• (1) by making an offer for the repurchase of shares to all its shareholders on a pro-rata basis;

• (2) by on-market repurchase;

• (3) by off-market repurchase through an agreement;

• (4) by any other means which is permitted by competent authorities.

Where shares of the Company are repurchased in accordance with Articles 26(3), (5) and (6) of the Articles of Association, such repurchase shall be carried out in a public and centralised manner.

– 7 –

LETTER FROM THE BOARD

(4) Proposed amendments to Article 29 of the Articles

The current Article 29:

If the Company repurchases its shares due to reasons provided in Articles 26(1) to (3), such repurchase shall be approved by the shareholders in general meeting pursuant to these Articles of Association.

Where shares of the Company are repurchased in accordance with Article 26(1), they shall be canceled within 10 days of being repurchased; where shares of the Company are repurchased in accordance with Articles 26(2) or (4), they shall be transferred or canceled within 6 months of being repurchased.

Shares repurchased in accordance with Article 26(3) shall not exceed 5% of the total issued shares of the Company; the repurchase shall be made from the after-tax profit of the Company; the repurchased shares shall be transferred to employees of the Company within one year.

In the event of share cancellation, the Company shall apply to the relevant authority for registration of the change in its registered capital.

The aggregate nominal value of the cancelled shares shall be deducted from the Company’s registered capital.

is proposed to be amended as follows:

If the Company repurchases its shares due to reasons provided in Articles 26(1), (2) and (4), such repurchase shall be approved by the shareholders in general meeting pursuant to these Articles of Association; if the Company repurchases its shares due to reasons provided in Articles 26(3), (5) and (6), such repurchase shall be passed by resolutions at a board meeting attended by more than two-thirds of the directors in accordance with either the provisions of the Articles of Association or the authorisation by shareholders at the general meeting.

Where shares of the Company are repurchased in accordance with Article 26(1), they shall be canceled within 10 days of being repurchased; where shares of the Company are repurchased in accordance with Articles 26(2) or (4), they shall be transferred or canceled within 6 months of being repurchased.

Shares repurchased in accordance with Articles 26(3), (5) and (6) of the Articles of Association shall not exceed ten percent of the total issued shares of the Company and shall be transferred or canceled within three years after being repurchased.

In the event of share cancellation, the Company shall apply to the relevant authority for registration of the change in its registered capital.

– 8 –

LETTER FROM THE BOARD

The aggregate nominal value of the cancelled shares shall be deducted from the Company’s registered capital.

(5) Proposed amendments to Article 54 of the Articles

The current Article 54:

The shareholders’ general meeting shall have the following functions and powers:

• (1) to decide on the Company’s operational policies and investment plans;

• (2) to appoint and replace directors and to decide on matters relating to the remuneration of directors;

• (3) to appoint and replace supervisors who are not representatives of the employees and to decide on matters relating to the remuneration of supervisors;

• (4) to consider and approve the board of directors’ reports;

• (5) to consider and approve the supervisory committee’s reports;

• (6) to consider and approve the Company’s profit distribution plans and loss recovery plans;

• (7) to consider and approve the Company’s proposed and final annual financial budgets;

• (8) to pass resolutions on the increase or reduction of the Company’s registered capital;

• (9) to pass resolutions on matters such as merger, division, dissolution, liquidation or change of the corporate form of the Company;

• (10) to pass resolutions on the issue of debentures by the Company;

• (11) to pass resolutions on the appointment, dismissal and non-reappointment of the accountants of the Company;

• (12) to amend these Articles of Association;

• (13) to consider motions raised by shareholders, individually or jointly, holding 3% or more of the total number of voting shares of the Company;

• (14) to consider the purchase and sale of major assets or the giving of guarantees with value exceeding 30% of the total assets of the Company as shown in the latest published audited financial statements of the Company;

– 9 –

LETTER FROM THE BOARD

• (15) to decide on other matters which, according to laws administrative regulations, regulations of the competent authorities or these Articles of Association, need to be approved by shareholders in general meetings.

• …

is proposed to be amended as follows:

The shareholders’ general meeting shall have the following functions and powers:

• (1) to decide on the Company’s operational policies and investment plans;

• (2) to appoint and replace directors and to decide on matters relating to the remuneration of directors;

• (3) to appoint and replace supervisors who are not representatives of the employees and to decide on matters relating to the remuneration of supervisors;

• (4) to consider and approve the board of directors’ reports;

• (5) to consider and approve the supervisory committee’s reports;

• (6) to consider and approve the Company’s profit distribution plans and loss recovery plans;

• (7) to consider and approve the Company’s proposed and final annual financial budgets;

• (8) to pass resolutions on the increase or reduction of the Company’s registered capital;

• (9) to pass resolutions on matters such as merger, division, dissolution, liquidation or change of the corporate form of the Company;

• (10) to pass resolutions on the issue of debentures by the Company;

• (11) to pass resolutions on the repurchase of shares of the Company due to reasons provided in Articles 26(1), (2) and (4) of the Articles of Association;

• (12) to pass resolutions on the appointment, dismissal and non-reappointment of the accountants of the Company;

• (13) to amend these Articles of Association;

• (14) to consider motions raised by shareholders, individually or jointly, holding 3% or more of the total number of voting shares of the Company;

– 10 –

LETTER FROM THE BOARD

• (15) to consider the purchase and sale of major assets or the giving of guarantees with value exceeding 30% of the total assets of the Company as shown in the latest published audited financial statements of the Company;

• (16) to decide on other matters which, according to laws administrative regulations, regulations of the competent authorities or these Articles of Association, need to be approved by shareholders in general meetings.

…

(6) Proposed amendments to Article 79 of the Articles

The current Article 79:

The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

• (1) the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change of corporate form of the Company;

• (4) amendment of these Articles of Association;

• (5) any other matters required by law, administrative regulations or these Articles of Association, and those considered by the shareholders in general meeting, and resolved by way of an ordinary resolution, to be of a nature which have a material impact on the Company and should be adopted by special resolutions.

is proposed to be amended as follows:

The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

• (1) the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change of corporate form of the Company;

• (4) the repurchase of shares of the Company due to reasons provided in Articles 26(1), (2) and (4) of the Articles of Association;

– 11 –

LETTER FROM THE BOARD

• (5) amendment of these Articles of Association;

• (6) any other matters required by law, administrative regulations or these Articles of Association, and those considered by the shareholders in general meeting, and resolved by way of an ordinary resolution, to be of a nature which have a material impact on the Company and should be adopted by special resolutions.

(7) Proposed amendments to Article 101 of the Articles

The current Article 101:

The board of directors shall exercise the following functions and powers:

…

• (6) to formulate proposals for the credit and financial policies of the Company, the increase or reduction of the Company’s registered capital and for the issue of any kind of securities by the Company (including but not limited to the Company’s debentures) and proposals for listing and repurchase of the Company’s shares;

…

is proposed to be amended as follows:

The board of directors shall exercise the following functions and powers:

…

• (6) to formulate proposals for the credit and financial policies of the Company, the increase or reduction of the Company’s registered capital and for the issue of corporate bonds, any kind of shares, stock warrants or other similar securities by the Company and proposals for listing and repurchase of the Company’s shares due to reasons provided in Articles 26(1), (2) and (4) of the Articles of Association; to pass resolutions on the repurchase of shares of the Company due to reasons provided in Articles 26(3), (5) and (6) of the Articles of Association;

…

– 12 –

LETTER FROM THE BOARD

(8) Proposed amendments to Article 117 of the Articles

The current Article 117:

In principle, the role of the secretary to the board of directors shall be performed by designated staff. However, the directors or other senior management personnel of the Company (excluding the president and the chief financial officer) may also act in the capacity of the secretary to the board of directors. No accountant of the accounting firm engaged by the Company may concurrently act as the secretary to the Company’s board of directors.

is proposed to be amended as follows:

In principle, the role of the secretary to the board of directors shall be performed by designated staff. However, the directors or other senior management personnel of the Company may also act in the capacity of the secretary to the board of directors. No accountant of the accounting firm engaged by the Company may concurrently act as the secretary to the Company’s board of directors.

• III PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE SHAREHOLDERS

1. Rationale for Proposed Amendments to the Rules and Procedures for the Meetings of the Shareholders

In view of the amendments to the Company Law, and taking into account the actual circumstances and business development needs of the Company, it is proposed to amend the Rules and Procedures for the Meetings of the Shareholders. According to Rule 65 of the Rules and Procedures for the Meetings of the Shareholders, revisions to the Rules and Procedures for the Meetings of the Shareholders shall be submitted as a special resolution to the Company’s general meeting for approval. The amended Rules and Procedures for the Meetings of the Shareholders shall become effective on the date when they are considered and approved at the EGM by way of a special resolution.

2. Major Contents of the Proposed Amendments to the Rules and Procedures for the Meetings of the Shareholders

• (1) Proposed amendments to Rule 10

The current Rule 10:

The shareholders’ general meeting holds the powers of the Company and shall exercise its following functions and powers in accordance with the law:

• (1) to decide on the Company’s operational policies and investment plans;

• (2) to appoint and replace directors and to decide on matters relating to the remuneration of directors;

– 13 –

LETTER FROM THE BOARD

• (3) to appoint and replace supervisors who are not representatives of the employees and to decide on matters relating to the remuneration of supervisors;

• (4) to consider and approve the board of directors’ reports;

• (5) to consider and approve the supervisory committee’s reports;

• (6) to consider and approve the Company’s profit distribution plans and loss recovery plans;

• (7) to consider and approve the Company’s proposed and final annual financial budget plans;

• (8) to pass resolutions on the increase or reduction of the Company’s registered capital;

• (9) to pass resolutions on matters such as merger, division, dissolution, liquidation or change of the corporate form of the Company;

• (10) to pass resolutions on the issue of debentures by the Company;

• (11) to pass resolutions on the appointment, dismissal and non-reappointment of the accountants of the Company;

• (12) to amend these Articles of Association;

• (13) to consider motions raised by shareholders, individually or jointly, holding 3% or more of the total number of voting shares of the Company;

• (14) to consider the matters relating to the purchase or sale of material assets or any guarantee made within a year, and the amount of which exceeding 30% of the latest audited total assets of the Company;

• (15) to decide on other matters which, according to laws, administrative regulations, regulations of the competent authorities and these Articles of Association, need to be approved by shareholders in general meetings.

…

is proposed to be amended as follows:

The shareholders’ general meeting holds the powers of the Company and shall exercise its following functions and powers in accordance with the law:

• (1) to decide on the Company’s operational policies and investment plans;

– 14 –

LETTER FROM THE BOARD

• (2) to appoint and replace directors and to decide on matters relating to the remuneration of directors;

• (3) to appoint and replace supervisors who are not representatives of the employees and to decide on matters relating to the remuneration of supervisors;

• (4) to consider and approve the board of directors’ reports;

• (5) to consider and approve the supervisory committee’s reports;

• (6) to consider and approve the Company’s profit distribution plans and loss recovery plans;

• (7) to consider and approve the Company’s proposed and final annual financial budget plans;

• (8) to pass resolutions on the increase or reduction of the Company’s registered capital;

• (9) to pass resolutions on matters such as merger, division, dissolution, liquidation or change of the corporate form of the Company;

• (10) to pass resolutions on the issue of debentures by the Company;

• (11) to pass resolutions on the repurchase of shares of the Company due to reasons provided in Articles 26(1), (2) and (4) of the Articles of Association;

• (12) to pass resolutions on the appointment, dismissal and non-reappointment of the accountants of the Company;

• (13) to amend these Articles of Association;

• (14) to consider motions raised by shareholders, individually or jointly, holding 3% or more of the total number of voting shares of the Company;

• (15) to consider the matters relating to the purchase or sale of material assets or any guarantee made within a year, and the amount of which exceeding 30% of the latest audited total assets of the Company;

• (16) to decide on other matters which, according to laws, administrative regulations, regulations of the competent authorities and these Articles of Association, need to be approved by shareholders in general meetings.

…

– 15 –

LETTER FROM THE BOARD

(2) Proposed amendments to item 2 of paragraph 2 of Rule 50

The current item 2 of paragraph 2 of Rule 50:

The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

• (1) the increase or reduction in share capital and the issue of shares of any class, stock warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change of corporate form of the Company;

• (4) the amendment of these Articles of Association;

• (5) where the purchase or sale of material assets or any guarantee made within a year, and the amount of which exceeding 30% of the latest audited total assets of the Company;

• (6) any other matters required by law, administrative regulations or these Articles of Association, and those considered by the shareholders in general meeting, by way of an ordinary resolution, to have a material impact on the Company and to require approval by special resolutions.

is proposed to be amended as follows:

The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

• (1) the increase or reduction in share capital and the issue of shares of any class, stock warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change of corporate form of the Company;

• (4) the repurchase of shares of the Company due to reasons provided in Articles 26(1), (2) and (4) of the Articles of Association;

• (5) the amendment of these Articles of Association;

• (6) where the purchase or sale of material assets or any guarantee made within a year, and the amount of which exceeding 30% of the latest audited total assets of the Company;

– 16 –

LETTER FROM THE BOARD

• (7) any other matters required by law, administrative regulations or these Articles of Association, and those considered by the shareholders in general meeting, by way of an ordinary resolution, to have a material impact on the Company and to require approval by special resolutions.

• IV PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE BOARD OF DIRECTORS

1. Rationale for Proposed Amendments to the Rules and Procedures for the Meetings of the Board of Directors

In view of the amendments to the Company Law, and taking into account the actual circumstances and business development needs of the Company, it is proposed to amend the Rules and Procedures for the Meetings of the Board of Directors. According to Rule 44 of the Rules and Procedures for the Meetings of the Board of Directors, revisions to the Rules and Procedures for the Meetings of the Board of Directors shall be submitted as a special resolution to the Company’s general meeting for approval. The amended Rules and Procedures for the Meetings of the Board of Directors shall become effective on the date when they are considered and approved at the EGM by way of a special resolution.

2. Major Contents of the Proposed Amendments to the Rules and Procedures for the Meetings of the Board of Directors

• (1) Proposed amendments to Rule 2

The current Rule 2:

The board of directors shall be accountable to the shareholders and shall exercise the following functions and powers:

…

• (6) to formulate proposals for the credit and financial policies of the Company, the increase or reduction of the Company’s registered capital and for the issue of corporate bonds, any kind of shares, stock warrants or other similar securities by the Company and proposals for listing and repurchase of the Company’s shares;

…

is proposed to be amended as follows:

The board of directors shall be accountable to the shareholders and shall exercise the following functions and powers:

…

– 17 –

LETTER FROM THE BOARD

• (6) to formulate proposals for the credit and financial policies of the Company, the increase or reduction of the Company’s registered capital and for the issue of corporate bonds, any kind of shares, stock warrants or other similar securities by the Company and proposals for listing and repurchase of the Company’s shares due to reasons provided in Articles 26(1), (2) and (4) of the Articles of Association; to pass resolutions on the repurchase of shares of the Company due to reasons provided in Articles 26(3), (5) and (6) of the Articles of Association;

…

(2) Proposed amendments to Rule 13

The current Rule 13:

The Company shall have one secretary to the board of directors, being a senior management personnel. In principle, the role of the secretary to the board of directors shall be performed by designated staff. However, the directors or other senior management personnel of the Company (excluding the general manager and the chief financial officer) may also act in the capacity of the secretary to the board of directors. No accountant of the accounting firm engaged by the Company may concurrently act as the secretary to the board of directors of the Company.

is proposed to be amended as follows:

The Company shall have one secretary to the board of directors, being a senior management personnel. In principle, the role of the secretary to the board of directors shall be performed by designated staff. However, the directors or other senior management personnel of the Company may also act in the capacity of the secretary to the board of directors. No accountant of the accounting firm engaged by the Company may concurrently act as the secretary to the board of directors of the Company.

– 18 –

LETTER FROM THE BOARD

V RECOMMENDATION

The Directors (including all independent non-executive Directors) consider that the resolutions in relation to (i) the proposed amendments to the Articles, and the authorisation to Mr. Jia Yiqun, the chief financial officer and 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 amendments to the Articles (including the amendments to wordings as requested by relevant regulatory authorities); (ii) the proposed amendments to the Rules and Procedures for the Meetings of the Shareholders; and (iii) the proposed amendments to the Rules and Procedures for the Meetings of the Board of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM as set out in the EGM Notice.

By order of the Board SINOPEC Engineering (Group) Co., Ltd. Jia Yiqun Chief Financial Officer, Company Secretary

Beijing, the PRC 19 August 2019

– 19 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

==> 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 FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2019 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for the year 2019 (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on Friday, 11 October 2019 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 dated 19 August 2019 (the “ Circular ”).

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of special resolutions:

• (1) to consider and approve the proposed amendments to the Articles of Association of SINOPEC Engineering (Group) Co., Ltd. (H Share) (the “ Articles ”), and to approve the authorisation to Mr. Jia Yiqun, the chief financial officer and 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 amendments to the Articles (including the amendments to wordings as requested by relevant regulatory authorities);

• (2) to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Shareholders of SINOPEC Engineering (Group) Co., Ltd.; and

* For identification purposes only

– 20 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (3) to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.

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 on the website of the Company (www.segroup.cn).

By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Jia Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC 19 August 2019

As at the date of this notice, the Company’s executive Directors are LU Dong, XIANG Wenwu, SUN Lili (employee representative Director) and ZHOU Yingguan (employee representative Director); the non-executive Directors are YU Baocai and WU Wenxin; 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 Wednesday, 11 September 2019 to Friday, 11 October 2019 (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 Wednesday, 11 September 2019 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 Tuesday, 10 September 2019 for registration.

– 21 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (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 Saturday, 21 September 2019.

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

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:

Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029

Telephone No.: +86(10) 5673 0522

Facsimile No.: +86(10) 5673 0500

– 22 –