Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2025

Mar 16, 2025

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.

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 H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the first class meeting for H Shareholders for the year 2025 (the "H Shares Class Meeting") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at 10 a.m. on Friday, 9 May 2025 or immediately after the annual general meeting of the Company for the year 2024 (the "AGM") and the first domestic shares class meeting for the year 2025 (the "Domestic Shares Class Meeting") to be convened and held on the same date at the same place at A67, Ande Road, Xicheng District, Beijing, the PRC for the purposes of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated 16 March 2025.

By way of a special resolution:

(1) To consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares subject to the following conditions:

(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;

(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;

(c) the approval in paragraph (a) above shall be conditional upon:

(i) the special resolution to be passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));

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(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and

(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.

(d) For the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or other applicable laws;

(iii) the date on which the Repurchase Mandate conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or

(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.

(e) the Board is hereby authorised to:

(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;

(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles of Association and the Hong Kong Stock Exchange as amended from time to time;

(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;

(iv) perform the relevant approval or filing procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;

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(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of the registered capital of the Company, the amendment of the relevant provisions of the Articles of Association relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions;

(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares; and

(vii) within the scope of authority, by way of resolution, authorise the chairman of the Board to repurchase Shares on behalf of the Board, provided that the authorisation given by the Board to the chairman shall not exceed the authorisation given by the AGM to the Board.

By Order of the Board

SINOPEC ENGINEERING (GROUP) CO., LTD.

YIN Fengbing

Chief Financial Officer & Secretary to the Board

Beijing, the PRC

16 March 2025

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

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:

ATTENDEE OF THE H SHARES CLASS MEETING

1. Eligibility and Registration Procedures for Attending the H Shares Class Meeting

(a) Closure of Register of Members. For the purpose of ascertaining H Shareholders who are entitled to vote at the H Shares Class Meeting, the register of members of the Company will be closed from Wednesday, 9 April 2025 to Friday, 9 May 2025, both dates inclusive.

(b) H Shareholders whose names appear on the register of members of the Company before the close of business on Wednesday, 9 April 2025 are entitled to attend and vote in respect of the resolution to be proposed at the H Shares Class Meeting.

(c) H Shareholders who wish to attend the H Shares Class Meeting shall lodge their share certificates accompanied by the transfer documents with the Company’s share registrar of H Shares before 4:30 p.m. on Tuesday, 8 April 2025 for registration.

(d) An H Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If an H 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 H Shares Class Meeting 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) H Shareholders who intend to attend the H Shares Class Meeting should return the reply slip for attending the H Shares Class Meeting to the Company on or before Thursday, 17 April 2025.

(f) H Shareholders may send the above reply slip in person, by post or by email.

2. Proxy

(a) An H Shareholder eligible to attend and vote at the H Shares Class Meeting 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 an H Shareholder 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 Company’s share registrar of H Shares, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time designated for holding the H Shares Class Meeting.

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

3. Miscellaneous

(a) The H Shares Class Meeting is expected to take place immediately after the AGM and the Domestic Shares Class Meeting. H Shareholders attending the H Shares Class Meeting shall be responsible for their own travel and accommodation expenses.

(b) The address of the Company’s 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.

(c) The place of business of the Company is at:

A67, Ande Road, Xicheng District, Beijing, the PRC
Postal Code: 100032
Telephone No.: (+86) 10 5673 0525
Email: seg.ir@sinopec.com