Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2023

Sep 22, 2023

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)

SUPPLEMENTAL NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2023

Reference is made to the Notice of the First Extraordinary General Meeting for the Year 2023 and Closure of Register of Members, the Notice of the Second Domestic Shares Class Meeting for the Year 2023 and the Notice of the Second H Shares Class Meeting for the Year 2023 (collectively, the “ Original Notices ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) all dated 20 August 2023, which set forth information regarding the First Extraordinary General Meeting for the Year 2023 (the “ EGM ”), the Second Domestic Shares Class Meeting for the Year 2023 and the Second H Shares Class Meeting for the Year 2023 (collectively, the “ Class Meetings ”) which were scheduled to be held at A67, Ande Road, Xicheng District, Beijing, the PRC at 9:00 a.m. on Friday, 20 October 2023. Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Original Notices and the Company’s circular dated 20 August 2023 (the “ Circular ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM and Class Meetings will be held as originally scheduled. Besides, in addition to the resolutions to be proposed at the EGM as set out in the Original Notices for consideration, the Shareholders will consider and, if thought fit, pass the following supplemental resolution at the EGM.

ADDITIONAL RESOLUTION TO BE CONSIDERED AND APPROVED AT THE EGM

As an ordinary resolution:

• (3) to consider and approve the proposed appointment of Mr. SHA Yu as a nonemployee representative supervisor of the Fourth Session of the Supervisory Committee.

Details of the above resolution are set out in Appendix to the supplemental notice of the EGM.

• For identification purposes only

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SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Company has rearranged the numbers of the resolutions to be proposed at the EGM as follows, and Shareholders should pay special attention to the following:

As ordinary resolutions:

• (1) to consider and approve the proposed appointment of Mr. YU Renming as a non-executive Director of the Fourth Session of the Board;

• (2) to consider and approve the proposed appointment of Mr. ZHAO Jinsong as an independent non-executive Director of the Fourth Session of the Board;

• (3) to consider and approve the proposed appointment of Mr. SHA Yu as a nonemployee representative supervisor of the Fourth Session of the Supervisory Committee.

As special resolutions:

• (4) to consider and approve the proposed amendments to the Articles of Association of SINOPEC Engineering (Group) Co., Ltd. (H Share) (the “ Articles of Association ”), and approve the authorisation to the Board and the authorisation from the Board to the chairman of the Board and its delegates to make such amendments to the Articles of Association as they deem necessary and appropriate, handle or authorise handling the relevant legal procedures necessary for the proposed amendments to the Articles of Association according to the specific requirements of the regulatory authorities during the course of approval and filing procedures upon the approval of the proposed amendments to the Articles of Association at the EGM and the class meetings;

• (5) to consider and approve the proposed amendments to the Rules and Procedures for the Shareholders Meetings of SINOPEC Engineering (Group) Co., Ltd. (the “ Rules and Procedures for the Shareholders Meetings ”), and approve the authorisation to the Board and the authorisation from the Board to the chairman of the Board and its delegates to make such amendments to the Rules and Procedures for the Shareholders Meetings as they deem necessary and appropriate according to the requirements of the regulatory authorities for amendments upon the approval of the proposed amendments to the Rules and Procedures for the Shareholders Meetings at the EGM and the class meetings; and

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• (6) to consider and approve the proposed amendments to the Rules and Procedures for the Board Meetings of SINOPEC Engineering (Group) Co., Ltd. (the “ Rules and Procedures for the Board Meetings ”), and approve the authorisation to the Board and the authorisation from the Board to the chairman of the Board and its delegates to make such amendments to the Rules and Procedures for the Board Meetings as they deem necessary and appropriate according to the requirements of the regulatory authorities for amendments upon the approval of the proposed amendments to the Rules and Procedures for the Board Meetings at the EGM.

Save as disclosed in this notice, the resolutions and other relevant matters contained in the Original Notices remain unchanged.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

Chief Financial Officer, Secretary of the Board and Company Secretary

Beijing, the PRC 22 September 2023

As at the date of this notice, directors of the Company are: JIANG Dejun[#] , XIANG Wenwu[#] , LI Chengfeng, WU Wenxin, ZHANG Xinming[#] , XIE Yanli[#] , HUI Chiu Chung, Stephen[+] , DUAN Xue[+] and YE Zheng[+] .

• Executive Directors

• Non-executive Directors

• • Independent non-executive Directors

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

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Notes:

• I. Save for the additional resolution to be considered at the EGM as set out above, there is no change to the resolutions as set out in the Original Notices. For details of the other resolutions to be considered at the EGM and the resolutions to be considered at the Class Meetings, the closure of register of members, the entitlement to attend the EGM and/or the Class Meetings, the registration procedures for attending the EGM and/or the Class Meetings, the appointment of proxies and other matters, please refer to this supplemental notice and the Original Notices and the Circular dated 20 August 2023 published by the Company on the website of The Stock Exchange of Hong Kong Limited and the website of the Company.

• II. As the First Proxy Form does not contain the additional resolution set out in this supplemental notice, the Revised Proxy Form has been prepared and is enclosed with this supplemental notice.

• III. The Revised Proxy Form for use at the EGM is enclosed with this supplemental notice and has been published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Domestic Shareholders who intend to appoint proxy(ies) to attend the EGM on their behalf are requested to complete the Revised Proxy Form in accordance with the instructions printed thereon and return the same to the place of business of the Company at A67, Ande Road, Xicheng District, Beijing, the PRC 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be) (i.e. before 9:00 a.m. on 19 October 2023 (Hong Kong time)) (the “ Deadline ”). H Shareholders should lodge the above documents with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong within the same period.

• IV. Important: If a Shareholder of the Company has not yet lodged the First Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, such Shareholder is requested to lodge only the Revised Proxy Form. A Shareholder who has lodged the First Proxy Form with the Company or Computershare Hong Kong Investor Services Limited should note that:

• (1) the duly completed Revised Proxy Form will be treated as the valid proxy form lodged by such Shareholder;

• (2) if such Shareholder fails to lodge the Revised Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, the lodged First Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received;

• (3) any Revised Proxy Form which is lodged with the Company or Computershare Hong Kong Investor Services Limited after the Deadline shall be invalid. The First Proxy Form previously lodged by such Shareholder shall not be revoked. The First Proxy Form, if duly completed, will be deemed effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received.

• V. Shareholders are advised that completion and return of the Revised Proxy Form shall not preclude them from attending and voting at the EGM or any adjournment thereof should they so wish.

• VI. If the Reply Slip accompanying the Original Notices has been completed and returned in accordance with the instructions printed thereon, it will continue to be valid.

• VII. Shareholders are requested to refer to the other notes set out in the Original Notices.

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APPENDIX

I. PROPOSED APPOINTMENT OF A SUPERVISOR

The Company held the eighth meeting of the Fourth Session of the supervisory committee (the “ Supervisory Committee ”) of the Company on 20 September 2023. The Supervisory Committee considered and approved the proposed appointment of Mr. SHA Yu as a non-employee representative supervisor of the Supervisory Committee of the Company. Relevant proposal for the proposed appointment of a supervisor will be submitted to the EGM for the consideration and approval by the shareholders.

The Company will enter into a service contract with Mr. SHA Yu upon the resolution in relation to the proposed appointment of Mr. SHA Yu as a supervisor being approved at the EGM, for a term commencing from the date of approval at the EGM and ending on the expiry of the term of the Fourth Session of the Supervisory Committee. Mr. SHA Yu, as a supervisor of the Company, will receive remuneration under his service contract, which will be determined in accordance with the relevant laws and regulations of the People’s Republic of China and the relevant measures on remuneration of the Company. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the Company will disclose in its annual report the remuneration received by Mr. SHA Yu from the Company during the relevant reporting period.

Biographical details of Mr. SHA Yu are set out below:

Mr. SHA Yu (沙裕), aged 53, is an executive director of SINOPEC Shanghai Engineering Co., Ltd. (中石化上海工程有限公司). Mr. SHA is a senior engineer and a MBA. From July 1990 to January 1995, Mr. SHA worked at Shanghai Petrochemical Complex (上海石油化工總 廠). From January 1995 to August 2002, he worked at SINOPEC Shanghai Jinshan Engineering Co., Ltd. (中石化上海金山工程公司). From August 2002 to January 2003, he worked at SINOPEC Group Shanghai Pharmaceutical Industry Design Institute (中國石化集團上海醫藥 工業設計院). From January 2003 to August 2016, he worked at SINOPEC Shanghai Engineering Co., Ltd. From August 2016 to September 2020, Mr. SHA served as the deputy general manager of SINOPEC Shanghai Engineering Co., Ltd. From September 2020 to September 2023, he served as the director and general manager of SINOPEC Shanghai Engineering Co., Ltd. Since September 2023, he has served as an executive director of SINOPEC Shanghai Engineering Co., Ltd.

As of the date of this notice, save as disclosed in this notice, Mr. SHA Yu did not serve as a director in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this notice, Mr. SHA Yu does not (i) hold any other positions with the Company and its subsidiaries, (ii) have any relationship with any director, supervisor, senior management or substantial or controlling shareholders of the Company (as defined under the Listing Rules), and (iii) have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in this notice, the board of directors of the Company is not aware of any other matter in relation to the proposed appointment of Mr. SHA Yu as a supervisor of the Company that needs to be brought to the attention of the shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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