Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2024

Sep 12, 2024

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 FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2024 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) for the year 2024 will be held at A67, Ande Road, Xicheng District, Beijing, the PRC at 2:00 p.m. on Friday, 8 November 2024 for the purposes of considering and, if thought fit, approving the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 11 September 2024.

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 2025, 2026 and 2027, respectively, and to approve to authorise Mr. JIANG Dejun, the Chairman, 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 16 August 2024, so as to effect this resolution and make any changes as he deems necessary, desirable or expedient;

* For identification purposes only

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• (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 2025, 2026 and 2027, respectively, and to approve to authorise Mr. JIANG Dejun, the Chairman, 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 16 August 2024, 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. JIANG Dejun as an executive Director of the Fifth Session of the Board;

• (4) to consider and approve the proposed appointment of Mr. ZHANG Xinming as an executive Director of the Fifth Session of the Board;

• (5) to consider and approve the proposed appointment of Mr. XIANG Wenwu as a non-executive Director of the Fifth Session of the Board;

• (6) to consider and approve the proposed appointment of Mr. LI Chengfeng as a non-executive Director of the Fifth Session of the Board;

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

• (8) to consider and approve the proposed appointment of Mr. DUAN Xue as an independent non-executive Director of the Fifth Session of the Board;

• (9) to consider and approve the proposed appointment of Mr. YE Zheng as an independent non-executive Director of the Fifth Session of the Board;

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

• (11) to consider and approve the proposed appointment of Mr. BU Fanyong as a Supervisor of the Fifth Session of the Supervisory Committee;

• (12) to consider and approve the proposed appointment of Mr. WU Defei as a Supervisor of the Fifth Session of the Supervisory Committee;

• (13) to consider and approve the proposed appointment of Mr. HAN Weiguo as a Supervisor of the Fifth Session of the Supervisory Committee;

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• (14) to consider and approve the proposed appointment of Mr. SHA Yu as a Supervisor of the Fifth Session of the Supervisory Committee;

• (15) to consider and approve the proposed appointment of Mr. ZHOU Yingguan as a Supervisor of the Fifth Session of the Supervisory Committee.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. YIN Fengbing

Chief Financial Officer & Secretary to the Board

Beijing, the PRC 11 September 2024

As at the date of this notice, Directors of the Company are: JIANG Dejun[#] , ZHANG Xinming[#] , XIANG Wenwu[] , LI Chengfeng[] , YU Renming[*] , HUI Chiu Chung, Stephen[+] , DUAN Xue[+] , YE Zheng[+] , ZHAO Jinsong[+] and XIE Yanli[#] .

• Executive Directors

• Non-executive Directors

• • Independent non-executive Directors

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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, 9 October 2024 to Friday, 8 November 2024 (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, 9 October 2024 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, 8 October 2024 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 Friday, 18 October 2024.

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

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 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 has 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:

A67, Ande Road, Xicheng District, Beijing, the PRC Post Code: 100011 Telephone No.: (+86) 10 5673 0525 Email: seg.ir@sinopec.com

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