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 proxy form, 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.

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)

WORK REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2024
WORK REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2024
AUDITED FINANCIAL REPORT FOR THE YEAR 2024
FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2024
AUTHORISATION TO THE BOARD TO DETERMINE
THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
BUSINESS OPERATION PLAN, INVESTMENT PLAN AND
FINANCIAL BUDGET FOR THE YEAR 2025
APPOINTMENT OF DOMESTIC AUDITOR AND
INTERNATIONAL AUDITOR FOR THE YEAR 2025
AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION
FOR THE YEAR 2025
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
APPLICATION FOR H SHARES FULL CIRCULATION
IN RESPECT OF CERTAIN DOMESTIC UNLISTED SHARES
OF THE COMPANY AND RELATED AUTHORIZATIONS
REDUCTION OF THE REGISTERED CAPITAL OF THE COMPANY AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
CAP FOR THE AMOUNT OF PARENT GUARANTEE FOR THE YEAR 2025
GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES
AND/OR H SHARES

A letter from the Board is set out on pages 5 to 22 of this circular.

The notices convening the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting to be held at 9 a.m., 9:30 a.m. (or immediately after the conclusion of the previous meeting) and 10 a.m. (or immediately after the conclusion of the previous meeting) on Friday, 9 May 2025 at A67, Ande Road, Xicheng District, Beijing, the PRC are set out on pages 23 to 34 of this circular.

If you intend to attend the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Thursday, 17 April 2025.

Whether or not you are able to attend the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting, please complete and return the enclosed proxy forms 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 the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting (or any adjourned meeting thereof). Completion and return of the proxy form shall not preclude you from attending and voting at the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting or any adjournment thereof should you so wish.

16 March 2025

CONTENTS

Page

DEFINITIONS... 1
LETTER FROM THE BOARD... 5
NOTICE OF ANNUAL GENERAL MEETING... 23
NOTICE OF DOMESTIC SHARES CLASS MEETING... 27
NOTICE OF H SHARES CLASS MEETING... 31
APPENDIX - EXPLANATORY STATEMENT... 35

DEFINITIONS

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

“AGM” the annual general meeting of the Company for the year 2024 to be convened and held on Friday, 9 May 2025

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

“Board” the board of directors of the Company

“CNPC” China National Petroleum Corporation

“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 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, supplemented or otherwise modified from time to time

“controlling shareholder” has the meaning ascribed thereto under the Hong Kong Listing Rules

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

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

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

“Domestic Shares Class Meeting” the first class meeting for Domestic Shareholder(s) for the year 2025 to be held on Friday, 9 May 2025

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

“Group” the Company and its subsidiaries

– 1 –

DEFINITIONS

“H Share(s)”
overseas listed foreign invested ordinary share(s) in the 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 Shares Class Meeting”
the first class meeting for H Shareholders for the year 2025 to be held on Friday, 9 May 2025

“H Shares Full Circulation”
Subject to all relevant approvals and filings (including filings from the CSRC and approval from the Hong Kong Stock Exchange) and all applicable laws, rules and regulations, the conversion of 219,980,000 Domestic Shares held by CNPC into H Shares and the application to the Hong Kong Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board of the Hong Kong Stock Exchange by the Company

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

“HK$ or Hong Kong dollars”
the lawful currency of Hong Kong

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

“Hong Kong Listing Rules”
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

“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited

“Latest Practicable Date”
14 March 2025, being the latest practicable date for ascertaining certain information before the printing of this circular

“PBOC”
People’s Bank of China (中國人民銀行)

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

DEFINITIONS

"Repurchase Mandate"
subject to the conditions set out in the proposed resolution approving the Repurchase Mandate at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the general mandate to be granted to the Board to exercise the power of the Company to repurchase Domestic Shares and/or H Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of Domestic Shares and/or H Shares in issue as at the date of passing the relevant resolution as set out in the notices for convening the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting

"RMB"
the lawful currency of the PRC

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

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

"SAFE"
State Administration of Foreign Exchange of the PRC (中華人民共和國國家外匯管理局)

"SASAC"
State-owned Assets Supervision and Administration Commission of State Council of the People's Republic of China (國務院國有資產監督管理委員會)

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

"Shareholder(s)"
holder(s) of the Share(s)

"Sinopec Group"
China Petrochemical Corporation (中國石油化工集團有限公司), a state-owned enterprise incorporated under the laws of the PRC and established in July 1998 upon reorganisation of the former China Petrochemical Corporation (中國石油化工總公司), and the Company's controlling shareholder

"Southbound Trading"
has the meaning ascribed thereto under the section headed "Final dividend distribution plan for the year 2024" in this circular

DEFINITIONS

"subsidiary" or "subsidiaries"
has the meaning ascribed thereto in section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"Supervisory Committee"
the supervisory committee of the Company

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time

"Transfer of Shares"
the transfer of 219,980,000 Domestic Shares of the Company directly held by Sinopec Group to CNPC on 1 November 2024

"United States"
the United States of America, its territories, its possessions and all areas subject to its jurisdiction

"US$"
the lawful currency of the United States

"%"
percentage ratio

LETTER FROM THE BOARD

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)

Executive Directors:
JIANG Dejun (蔣德軍) (Chairman)
ZHANG Xinming (張新明) (Executive Director, President)
XIE Yanli (謝艷麗) (Employee Representative Director)

Non-executive Directors:
XIANG Wenwu (向文武)
LI Chengfeng (李成峰)
YU Renming (俞仁明)

Independent non-executive Directors:
DUAN Xue (段雪)
YE Zheng (葉政)
ZHAO Jinsong (趙勁松)

16 March 2025

To the Shareholders

Dear Sir or Madam,

For identification purposes only

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 AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting (if applicable) to consider and approve:

the work report of the Board for the year 2024;
the work report of the Supervisory Committee for the year 2024;
the audited financial report for the year 2024;
the final dividend distribution plan for the year 2024;
the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2025;
the business operation plan, investment plan and financial budget for the year 2025;
the appointment of domestic auditor and international auditor for the year 2025 and the authorisation to the Board to fix their remuneration for the year 2025;
proposed appointment of independent non-executive Director;
plan of application for H Shares full circulation in respect of certain domestic unlisted shares of the Company and related authorisations;
the reduction of the registered capital of the Company and amendments to the Articles of Association;
the cap for the amount of parent guarantee for the year 2025; and
the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares.

II. WORK REPORT OF THE BOARD FOR THE YEAR 2024

An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Board for the year 2024, the text of which is set out in the Company's annual report for the year 2024 published on 16 March 2025.

LETTER FROM THE BOARD

III. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Supervisory Committee for the year 2024, the text of which is set out in the Company’s annual report for the year 2024 published on 16 March 2025.

IV. AUDITED FINANCIAL REPORT FOR THE YEAR 2024

An ordinary resolution will be proposed at the AGM to consider and approve the Company’s audited financial report for the year 2024, the text of which is set out in the Company’s annual report for the year 2024 published on 16 March 2025.

V. FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2024

1. Final dividend distribution plan for the year 2024

On 14 March 2025, the Board approved the final dividend distribution plan for the year 2024. In accordance with the Articles of Association, the profits attributable to Shareholders shall be the lower of the Company’s net profits attributable to Shareholders calculated pursuant to the Chinese Accounting Standards for Business Enterprises and the International Financial Reporting Standards. After due consideration of return to Shareholders as well as the long-term interests of the Company, a final dividend of RMB0.208 per Share (inclusive of applicable tax) for the year 2024 is proposed to be distributed to all Shareholders in cash.

The final dividend will be denominated and declared in Renminbi, and will be paid in Renminbi to the Domestic Shareholders and in Hong Kong dollars to the H Shareholders. The exchange rate for dividends paid in Hong Kong dollars will be based on the average benchmark exchange rate of Renminbi against Hong Kong dollars as announced by the People’s Bank of China for the five business days prior to the date on which the final dividend is approved by the annual general meeting held on 9 May 2025.

The Company will appoint a receiving agent in Hong Kong and will pay to such receiving agent the final dividend (after deductions of relevant tax, if applicable) declared for payment to H Shareholders. The final dividend will be paid by the receiving agent on or before Friday, 18 July 2025. The cheques will be dispatched to H Shareholders by ordinary post at their own risks.

An ordinary resolution will be proposed at the AGM to consider and approve the above final dividend distribution plan. The payment of the final dividend is subject to the Shareholders’ approval at the AGM.

LETTER FROM THE BOARD

2. Closure of Register of Members for H Shares

The final dividend will be paid on or before Friday, 18 July 2025 to all Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 20 May 2025. In order to qualify for the final dividend, the H Shareholders must lodge all share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Wednesday, 14 May 2025 for registration. For the purpose of ascertaining Shareholders who qualify for the final dividend, the register of members for H Shares will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025 (both days inclusive).

3. Taxation

In accordance with the Enterprise Income Tax Law of the People's Republic of China (中華人民共和國企業所得稅法) and its implementation regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise Shareholders whose names appear on the register of members for H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual Shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, shall be deemed as Shares held by non-resident enterprise Shareholders. Therefore, enterprise income tax shall be withheld from dividends payable to such Shareholders. If H Shareholders intend to change their shareholder status, please enquire about the relevant procedures with their agents or trustees. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant Shareholders based on the register of members for H Shares as at Tuesday, 20 May 2025.

If the individual H Shareholders are Hong Kong or Macau residents or residents of the countries which had an agreed tax rate of 10% for the cash dividends to them under the relevant tax agreement with the PRC, the Company should withhold and pay individual income tax on behalf of the relevant Shareholders at a rate of 10%. Should the individual H Shareholders be residents of the countries which had an agreed tax rate of less than 10% under the relevant tax agreement with the PRC, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. In that case, if the relevant individual H Shareholders wish to reclaim the extra amount withheld due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the information required by the notice of the relevant tax agreement to the H share registrar of the Company. The Company will assist with the tax refund of the extra amount withheld after obtaining the approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which had an agreed tax rate of over 10% but less than 20% under the relevant tax agreement with the PRC, the Company shall withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax agreement. In the case that the individual H Shareholders are residents of the countries which have had an agreed tax rate of 20% under the relevant tax agreement with the PRC, or which have not entered into any tax agreement with the PRC, or in any other circumstances, the Company shall withhold and pay the individual income tax at a rate of 20%.

LETTER FROM THE BOARD

4. Profit Distribution for Investors of Southbound Trading

For investors (including enterprise and individuals) investing in the H Shares of the Company through the Shanghai Stock Exchange or Shenzhen Stock Exchange (including enterprises and individuals) (the “Southbound Trading”), the Company has entered into the Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading (《港股通H股股票現金紅利派發協議》) with China Securities Depository and Clearing Corporation Limited, pursuant to which, China Securities Depository and Clearing Corporation Limited, as the nominee of the holders of H Shares of Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depository and clearing system. The cash dividends for the investors of H Shares of Southbound Trading will be paid in Renminbi.

Pursuant to the relevant requirements under the “Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect” (Caishui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) and the “Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect” (Caishui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

VI. AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2025

An ordinary resolution will be proposed at the AGM to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2025.

LETTER FROM THE BOARD

VII. BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2025

An ordinary resolution will be proposed at the AGM to consider and approve the business operation plan, investment plan and financial budget of the Company for the year 2025, details of which are set out below:

1. Business Operation Plan

According to the development goal of the Company and taking into account the annual operation results and fulfilment of indicators in 2024, it is proposed that the annual business operation target for 2025 includes: a domestic new contracts value of RMB63 billion and an overseas new contracts value of US$5 billion.

2. Investment Plan

According to the proposed investment plans for 2025 prepared by all branches and subsidiaries of the Company, after comprehensive consideration, optimising and balancing, the Company proposes an investment amount of RMB710 million for 2025.

3. Financial Budget

After comprehensive analysis and research, it is proposed that the Company controls the costs and expenses for 2025 as follows: the administrative expenses shall be RMB1.431 billion, the selling and marketing expenses shall be RMB180 million, and the net financial income shall be RMB100 million.

VIII. APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2025 AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2025

An ordinary resolution will be proposed at the AGM to consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company, respectively, which will hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2025.

/ The financial budget herein is prepared in accordance with the Chinese Accounting Standards for Business Enterprises.

10 -

LETTER FROM THE BOARD

IX. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD

The Board held the second meeting of the fifth session of the Board on 14 March 2025 and approved the proposed election of Ms. Zhang Xuyan ("Ms. ZHANG") as an independent non-executive director of the Company. The relevant resolution is proposed to the AGM for consideration and approval by the Shareholders.

Reference is made to an announcement of the Company dated 18 December 2024 in relation to the resignation of Mr. DUAN Xue, an independent non-executive director of the Company. Given that Mr. DUAN Xue's resignation will result in the number of independent non-executive directors in the Board and its special committees falling below the requirements of the Hong Kong Listing Rules, the resignation of Mr. DUAN Xue will take effect upon the approval by the AGM of Ms. ZHANG as a new independent non-executive director in accordance with the Articles of Association.

Subject to the approval of the relevant resolution at the AGM, the Company will enter into a service contract with Ms. ZHANG for a term commencing from the date of her appointment at the AGM to the expiration of the term of the fifth session of the Board. As an independent non-executive director of the Company, Ms. ZHANG will receive remuneration under the service contract. Such remuneration will be determined in accordance with the relevant laws and regulations of the PRC and the relevant measures on remuneration of the Company. Pursuant to the requirements of the Hong Kong Listing Rules, the Company shall disclose in an annual report the remuneration received by Ms. ZHANG from the Company during the relevant reporting period.

Biographical details of Ms. ZHANG are set out below:

Ms. ZHANG Xuyan, aged 61, obtained her bachelor's degree in philosophy from Hangzhou Normal University in 1984. From September 1984 to August 1994, Ms. ZHANG served as a teacher in Hangzhou Xiaoshan Middle School (杭州灘山中學), Zhejiang Province. From September 1994 to May 1998, she served as a vice president of Zhejiang Hangzhou North Swan Clothing Co., Ltd. (浙江杭州北天鶴服飾有限公司); from June 1998 to February 2002, she served as the headmaster of Hangzhou North Swan Training School (杭州北天鶴培訓學校); from March 2002 to date, she has been serving as the general manager of Hangzhou New Wisdom Industry Co., Ltd. (杭州新睿智業有限公司). Ms. ZHANG presided over a series of reports on the "Belt and Road Initiative Investment Risk Guidelines" by the National Development and Reform Commission of the People's Republic of China (the "NDRC"), and she was recognized as an excellent project implementer by the NDRC. Also, she served as a special tutor of science and technology innovation CEO training camp of talent center under Ministry of Science and Technology of the People's Republic of China.

Ms. ZHANG has satisfied the independence guidelines as set out in Rule 3.13 of the Hong Kong Listing Rules and is independent pursuant to the terms of the guidelines.

LETTER FROM THE BOARD

The Company was informed by Ms. ZHANG that, as of the Latest Practicable Date, the following companies were cancelled during the period when she held the position of the director, supervisor or manager or within 12 months after her termination of the position as the director, supervisor and manager. As confirmed by Ms. ZHANG, the following companies (i) were solvent immediately prior to their cancellation; (ii) were cancelled not due to any fault of her own or any doubt as to her integrity; and (iii) were not involved in any claim or litigation. Ms. ZHANG further confirmed that the cancellation of these companies did not result in her being subject to any penalty by the industry and commerce administration authority, or assuming any liability or obligation. Details of such cancellation of these companies are set out below in accordance with Rule 13.51(2)(l) of the Hong Kong Listing Rules:

	Name of company	Place of establishment	Major business	Reason for cancellation	Cancellation date	Assets/(Liabilities) of the company when cancelled	Current status
1	Hangzhou Jinwei Trading Co., Ltd.* (杭州金煥貿易有限公司)	Hangzhou, Zhejiang Province	Distribution of construction and decoration materials, metal materials, knitted textiles, light textile raw materials (except state-owned and controlled commodities), household appliances, electrical equipment, paper (except news letterpress)	Never in operation	25 July 2000	None	Cancelled
2	Jiaxing Ruijing Enterprise Management Co., Ltd.* (嘉興瑞敬企業管理有限公司)	Haiyan County, Jiaxing City, Zhejiang Province	Business management consulting; tour consulting (not allowed to engage in travel agency business); business information consulting; property management; construction labor outsourcing; building decoration and engineering construction (For projects subject to approval according to law, business activities can only be carried out after obtaining the approval of relevant departments)	Never in operation	14 June 2022	None	Cancelled

– 12 –

LETTER FROM THE BOARD

The Company was informed by Ms. ZHANG that, as of the Latest Practicable Date, the business licenses of the following companies were revoked during the period in which she was or is a partner, director, supervisor or manager of these companies. As confirmed by Ms. ZHANG, the following companies (i) were solvent when their business licenses were revoked; (ii) the revocations of their business licenses were not due to any fault of her own or any doubt as to her integrity; and (iii) were not involved in any claim or litigation. Ms. ZHANG further confirmed that the revocation of these business licenses did not result in her being subject to any penalty by the industry and commerce administration authority, or assuming any liability or obligation. Details of those revocations of these companies are set out below in accordance with Rule 13.51(2)(p) of the Hong Kong Listing Rules:

	Name of company	Place of establishment	Major business	Revocation date	Reason for revocation	Current status
1	Beijing Jiuzhou Heheng Consulting Co., Ltd.* (北京九州和衡器誨有限公司)	Xicheng District, Beijing	Business management consulting; investment information consulting (excluding intermediary services); organizing cultural and art exchange activities (excluding performances); technical training in business management	22 October 2008	Never in operation
Overdue annual inspection	Its business license was revoked and the company was cancelled.
2	Hangzhou Xiaoshan North Swan Clothing Marketing Co., Ltd.* (杭州灘山北天鹅服装营销有限公司)	Xiaoshan District, Hangzhou City, Zhejiang Province	Apparel Sales	08 October 2004	Overdue annual inspection	Its business license was revoked and the company was cancelled.

The Board and the nomination committee of the Company have considered the above events and the Board is of the view that the cancellation and revocation procedures of the relevant companies would not adversely affect the appointment of Ms. ZHANG as an independent non-executive director of the Company.

As of the Latest Practicable Date, save as disclosed in this circular, Ms. ZHANG has not held any directorship 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 of the Latest Practicable Date, Ms. ZHANG 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 shareholder (as defined under the Hong Kong Listing Rules) of the Company, or (iii) have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

13 -

LETTER FROM THE BOARD

Save as disclosed in this circular, the Board is not aware of any other matter in relation to the proposed appointment of the Director 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 Hong Kong Listing Rules.

X. APPLICATION FOR H SHARES FULL CIRCULATION IN RESPECT OF CERTAIN DOMESTIC UNLISTED SHARES OF THE COMPANY AND RELATED AUTHORISATIONS

1. H Shares Full Circulation Plan

Reference is made to (i) the announcement of the Company dated 16 March 2025 in relation to the proposed implementation of the H Shares Full Circulation and (ii) the “Guidelines on Application for ‘Full Circulation’ of Domestic Unlisted shares of H-share Companies” (the “Guidelines”) issued by the CSRC on 10 August 2023.

The Board has received a notice from CNPC, a shareholder of the Company, that, CNPC proposes to convert all of its 219,980,000 Domestic Shares into H Shares. Upon obtaining all relevant approvals and filings (including filings from the CSRC and approvals from the Hong Kong Stock Exchange) and complying with all applicable laws, rules and regulations, the relevant Domestic Shares will be converted into H Shares and the Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board of the Hong Kong Stock Exchange. According to the Articles of Association, the H Shares Full Circulation shall be approved by a special resolution at the AGM.

Details of the H Shares Full Circulation plan are as follows:

1. Scope of shares that can be converted into H Shares upon application

As of the Latest Practicable Date, the total number of the issued shares of the Company is 4,397,881,000 Shares, including 2,967,200,000 Domestic Shares and 1,430,681,000 H Shares. All of the 219,980,000 Domestic Shares held by CNPC (representing approximately 5.00% of the total issued Shares and approximately 7.41% of the Domestic Shares) can be converted into H Shares upon application, subject to relevant laws, regulations and the securities regulatory rules of the place where such Shares are listed.

LETTER FROM THE BOARD

Assuming that there is no change in the shareholding structure of the Company from the Latest Practicable Date to immediately before the completion of the H Shares Full Circulation, the shareholding structure of the Company before and after the completion of the H Shares Full Circulation is set out as follows:

Class of Shares	Before the completion of the H Shares Full Circulation		After the completion of the H Shares Full Circulation
	Number of Shares	Approximate percentage (%)	Number of Shares	Approximate percentage (%)
Domestic Shares	2,967,200,000	67.47	2,747,220,000	62.47
H Shares	1,430,681,000	32.53	1,650,661,000	37.53
Total	4,397,881,000	100.0	4,397,881,000	100.0

If there is a change in the total number of issued Shares of the Company due to bonus issue, conversion of capital reserve into share capital or other events before the completion of the shares conversion under the H Shares Full Circulation, the number of Domestic Shares proposed to be converted under the H Shares Full Circulation will be adjusted accordingly. If a share repurchase occurs, the number of shares for such conversion will remain unchanged.

2. Completion time of the H Shares Full Circulation

The Company and its shareholders will complete the H Shares Full Circulation as and when appropriate within the validity period of the notice from the CSRC regarding the filing of the application for the H Shares Full Circulation and after obtaining the listing approval from the Hong Kong Stock Exchange.

3. Conditions for the H Shares Full Circulation

The implementation of the H Shares Full Circulation is subject to the fulfilment of the following conditions precedent:

(1) the Company and CNPC having obtained internal and external review and/or approval for the H Shares Full Circulation;

(2) the approval of the H Shares Full Circulation having been obtained at the general meeting of the Company;

(3) the shareholders at the general meeting of the Company authorizing the Board (and its authorised persons) to handle the specific matters relating to the H Shares Full Circulation;

(4) the filing with the CSRC for the H Shares Full Circulation having been completed;

(5) the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the H Shares converted under the H Shares Full Circulation.

LETTER FROM THE BOARD

As of the Latest Practicable Date, none of the above conditions has been fulfilled. The Company has not yet made an application for filing with the CSRC for the H Shares Full Circulation. The Company will make further announcement(s) on the progress of the H Shares Full Circulation in accordance with Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and/or the requirements of the Hong Kong Listing Rules.

The H Shares Full Circulation is subject to other relevant procedures as required by the CSRC, the Hong Kong Stock Exchange and other domestic and overseas regulatory authorities. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

2. Proposed Authorisation to the Board and its Authorized Persons to Handle Matters Relating to the H Share Full Circulation

In accordance with the relevant laws, regulations, normative documents and the Articles of Association, the Company would like to propose to the AGM to authorize the Board (or persons authorized by the Board) to have full authority to deal with the relevant specific matters relating to the H Shares Full Circulation, including but not limited to:

(1) Based on the opinions of relevant domestic and foreign government departments, regulatory authorities and the Hong Kong Stock Exchange concerning the H Share Full Circulation, to modify, improve and organize the implementation of the H Share Full Circulation plan, to correspondingly modify the relevant resolution on the H Share Full Circulation considered and approved at the AGM; in the event of changes in regulatory policies and regulations or market conditions related to the H Share Full Circulation to correspondingly adjust the specific plan of the H Share Full Circulation and related matters set out in the relevant resolution, except for matters that require the AGM to revote;

(2) Handling the application for the H Share Full Circulation, including but not limited to preparing, signing, modifying, submitting, reporting, executing and publishing relevant application documents and other legal documents in accordance with the requirements of regulatory authorities, and signing, modifying, submitting, reporting and executing various legal documents in connection with the H Share Full Circulation application on behalf of Shareholders and the Company;

(3) Responsible for obtaining and dealing with all matters relating to the filing, approval or permission of H Share Full Circulation by the CSRC, the Hong Kong Stock Exchange and other relevant regulatory authorities at both domestic and overseas, including but not limited to the cross-border transfer of registration of the Shares, the establishment of a special account for the H Share Full Circulation, the handling of the share custody and depository procedures, the foreign exchange registration procedures and the listing of the relevant Shares on the Hong Kong Stock Exchange;

16 -

LETTER FROM THE BOARD

(4) Upon completion of the H Share Full Circulation, to amend the relevant provisions in the Articles of Association accordingly in light of the actual situation, and to carry out procedures such as approval, amendment and filing with the market supervision and regulatory authorities and other relevant authorities, and matters such as registration of shares with the relevant registrars in accordance with the relevant domestic and overseas laws, regulations and normative documents;

(5) Obtaining full authority to handle and manage other matters related to the H Share Full Circulation on behalf of the Company and the Shareholders, to the extent permitted by laws and regulations and the Articles of Association, and based on the authorisation of the Shareholders;

(6) Unless otherwise provided by relevant laws and regulations, under the condition that the grant of the above authorisation to the Board was approved at the general meeting, the Board is agreed to transfer the above authorisation to its authorized persons for joint or individual exercise. The authorized persons of the Board have the right to include, but are not limited to, modify, adjust or supplement the relevant content when they consider appropriate, sign any related documents, and apply to any relevant department. The authorized persons of the Board have the right to further authorize other personnel to exercise such authority to handle relevant transactional matters;

(7) The above authorisation shall be effective from the date of consideration and approval of the H Shares Full Circulation plan and the relevant authorisation at the AGM until the date of completion of the H Shares Full Circulation by the Company.

XI. REDUCTION OF THE REGISTERED CAPITAL OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 13 May 2024, the Company cancelled 13,397,000 H shares repurchased from 18 December 2023 to 30 April 2024. On 30 August 2024, the Company cancelled 5,547,500 H shares repurchased from 20 June 2024 to 23 August 2024. On 30 December 2024, the Company cancelled 1,718,000 H shares repurchased from 20 September 2024 to 27 September 2024. After the cancellation, the number of issued shares of the Company became 4,397,881,000 shares (including 1,430,681,000 H shares and 2,967,200,000 domestic shares). Pursuant to the above changes, the Company is required to reduce the registered capital of the Company from RMB4,418,543,500 to RMB4,397,881,000 accordingly, perform the relevant procedures of creditor notification, announcement and amend the Articles of Association accordingly and complete the registration of industrial and commercial changes in accordance with the Company Law and the Articles of Association.

In addition, due to the Transfer of Shares, the Company is also required to amend the Articles of Association accordingly.

LETTER FROM THE BOARD

The details of the proposed amendments to the Articles of Association are as follows, if there is any inconsistency between the Chinese and English versions, the Chinese version shall prevail:

Existing Articles of Association	Proposed amendments
Article 18 The Company, with the approval of China Securities Regulatory Commission dated 21 March 2013, issued to Foreign Investors 1,460,800,000 Overseas-Listed Foreign-Invested Shares (out of these, 1,328,000,000 shares were newly issued shares of the Company. The promoters transferred 132,800,000 shares of the Company they held to the National Council for Social Security Fund, which were converted into Overseas-Listed Foreign-Invested Shares), which were listed on the Hong Kong Stock Exchange on 23 May 2013.	Article 18 The Company, with the approval of China Securities Regulatory Commission dated 21 March 2013, issued to Foreign Investors 1,460,800,000 Overseas-Listed Foreign-Invested Shares (out of these, 1,328,000,000 shares were newly issued shares of the Company. The promoters transferred 132,800,000 shares of the Company they held to the National Council for Social Security Fund, which were converted into Overseas-Listed Foreign-Invested Shares), which were listed on the Hong Kong Stock Exchange on 23 May 2013.
The existing structure of the Company’s share capital is as follows: all shares are ordinary shares with 4,418,543,500 shares in total, out of these, 2,907,856,000 shares representing 65.81% of the total number of issued ordinary shares of the Company are held by the promoter, China Petrochemical Corporation; 59,344,000 shares representing 1.34% of the total number of issued ordinary shares of the Company are held by Sinopec Assets Management Co., Ltd.; 1,451,343,500 shares representing 32.85% of the total number of issued ordinary shares of the Company are held by holders of Overseas-Listed Foreign-Invested Shares.	The existing structure of the Company’s share capital is as follows: all shares are ordinary shares with 4,397,881,000 shares in total, out of these, 2,687,876,000 shares representing 61.12% of the total number of issued ordinary shares of the Company are held by the promoter, China Petrochemical Corporation; 219,980,000 shares representing 5.00% of the total number of issued ordinary shares of the Company are held by China National Petroleum Corporation; 59,344,000 shares representing 1.35% of the total number of issued ordinary shares of the Company are held by Sinopec Assets Management Co., Ltd.; 1,430,681,000 shares representing 32.53% of the total number of issued ordinary shares of the Company are held by holders of Overseas-Listed Foreign-Invested Shares.
Article 21 The registered capital of the Company is RMB4,418,543,500.	Article 21 The registered capital of the Company is RMB4,397,881,000.

LETTER FROM THE BOARD

XII. CAP FOR THE AMOUNT OF PARENT GUARANTEE FOR THE YEAR 2025

Pursuant to the provisions of the Articles of Association, the Rules and Procedures for the Shareholders Meetings and the Rules and Procedures for the Board Meetings, when the Board considers and approves the guarantee(s) provided by the Company to its controlled subsidiaries (as the parent company) for the purpose of undertaking EPC, construction project contracts and other principal businesses, an annual cap can be set. For guarantees within the scope of such annual cap, there is no need to submit to the Board for consideration separately, but the terms of such guarantee shall conform to the practice in the engineering market. For guarantees exceeding the annual cap, or guarantees with the terms that are not in line with engineering market practice or impose special obligations or liabilities on the Company, those guarantees are still required to be submitted to the Board for consideration. For guarantees that must be considered and approved by the shareholders at the general meeting, those guarantees are still required to be submitted to the shareholders at the general meeting for consideration and approval.

After estimation, the Board proposed that the annual cap for the amount of guarantee(s) to be provided to controlled subsidiaries (as the parent company) for principal business projects such as EPC contracting and construction for the year 2025 will be set at RMB53.7 billion. Pursuant to the requirements of the Company Law and the Articles of Association, the above guarantee amount of the parent company for the year 2025 exceeds 30% of the latest audited total assets of the Company and will be submitted to the AGM for approval. After approval, the parent guarantees that occur within the annual cap for the year will not be required to be submitted separately to the general meeting and/or the Board meeting for consideration.

XIII. GRANT OF A GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

At each of the Company's annual general meeting for the year 2023, the class meeting for Domestic Shareholders and the class meeting for H Shareholders held on 10 May 2024, the Shareholders passed a special resolution to approve the grant of a general mandate to the Board to repurchase such number of Domestic Shares and/or H Shares which are not more than 10% of the Domestic Shares or H Shares in issue (as the case may be).

As the effective period of the above general mandate will expire soon, to provide flexibility to the Board to repurchase Domestic Shares and/or H Shares when deemed fit, the Repurchase Mandate is proposed to be granted to the Board by way of a special resolution at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting to repurchase Domestic Shares and/or H Shares subject to the following conditions:

LETTER FROM THE BOARD

(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;

(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));

(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 the Domestic Shares Class Meeting or by a special resolution of H Shareholders at the H Shares Class Meeting; or

20 -

LETTER FROM THE BOARD

(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;

(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 general meeting to the Board.

An explanatory statement giving certain information regarding the Repurchase Mandate is set out in the Appendix to this circular.

LETTER FROM THE BOARD

XIV. RECOMMENDATION

The Directors (including all independent non-executive Directors) consider that all resolutions to be proposed at the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting for consideration are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting as set out in the AGM Notice, the Domestic Shares Class Meeting Notice and the H Shares Class Meeting Notice, respectively.

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

For identification purposes only
22 -

NOTICE OF ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

FOR THE YEAR 2024 AND CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) for the year 2024 of SINOPEC Engineering (Group) Co., Ltd. (the “Company”) will be held at 9 a.m. on Friday, 9 May 2025 at A67, Ande Road, Xicheng District, Beijing, the PRC for the purposes of considering and, if thought fit, passing 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 16 March 2025 (the “Circular”).

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

By way of ordinary resolutions:

(1) to consider and approve the work report of the Board for the year 2024;
(2) to consider and approve the work report of the Supervisory Committee for the year 2024;
(3) to consider and approve the audited financial report for the year 2024;
(4) to consider and approve the final dividend distribution plan for the year 2024;
(5) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2025;
(6) to consider and approve the business operation plan, investment plan and financial budget for the year 2025;

For identification purposes only

NOTICE OF ANNUAL GENERAL MEETING

(7) to consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company for the year 2025, respectively, to hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2025; and

(8) to consider and approve the appointment of Ms. ZHANG Xuyan as the independent non-executive director of the fifth session of the Board.

By way of special resolutions:

(9) to consider and approve the plan of application for H Shares Full Circulation in respect of certain domestic unlisted shares of the Company and related authorisations;

(10) to consider and approve the reduction of the registered capital of the Company and amendments to the Articles of Association;

(11) to consider and approve the cap for the amount of parent guarantee for the year 2025; and

(12) to consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares.

Details of the above resolutions proposed at the AGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.segroup.cn).

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).

NOTICE OF ANNUAL GENERAL MEETING

Notes:

ATTENDEE OF THE AGM

Eligibility and Registration Procedures for Attending the AGM

(a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 9 April 2025 to Friday, 9 May 2025 (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 April 2025 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM.

(c) H Shareholders who wish to attend the AGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. before 4:30 p.m. on Tuesday, 8 April 2025 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 AGM 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 AGM should return the reply slip for attending the AGM to the Company on or before Thursday, 17 April 2025.

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

Proxy

(a) A Shareholder eligible to attend and vote at the AGM 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 Ltd. 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 the AGM.

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

Closure of Register of Members for H Shares regarding Final Dividend

For the purpose of ascertaining Shareholders who qualify for the final dividend for the year 2024, the H Share register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025 (both days inclusive). In order to qualify for the final dividend, H Shareholders 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 Wednesday, 14 May 2025 for registration.

25 -

NOTICE OF ANNUAL GENERAL MEETING

4. Miscellaneous

(a) The AGM will not last for more than one working day. Shareholders who attend the AGM shall bear 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.

A67, Ande Road, Xicheng District, Beijing, the PRC
Postal Code: 100032
Telephone No.: (+86) 10 5673 0525
Email: [email protected]

26 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

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 DOMESTIC SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the first class meeting for Domestic Shareholders for the year 2025 (the "Domestic Shares Class Meeting") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at 9:30 a.m. on Friday, 9 May 2025 or immediately after the annual general meeting of the Company for the year 2024 (the "AGM") 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:

For identification purposes only

NOTICE OF DOMESTIC SHARES CLASS MEETING

(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;

(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;

(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;

28 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

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

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).

NOTICE OF DOMESTIC SHARES CLASS MEETING

Notes:

ATTENDEES OF THE DOMESTIC SHARES CLASS MEETING

Eligibility and Registration Procedures for Attending the Domestic Shares Class Meeting

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

(b) Domestic 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 Domestic Shares Class Meeting.

(c) A Domestic Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Domestic 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 Domestic 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.

(d) Domestic Shareholders intending to attend the Domestic Shares Class Meeting should return the reply slip for attending the Domestic Shares Class Meeting to the Company on or before Thursday, 17 April 2025.

(e) Domestic Shareholders may send the above reply slip to the Company in person, by post or by email.

Proxy

(a) A Domestic Shareholder eligible to attend and vote at the Domestic 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 a Domestic 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.

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

Miscellaneous

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

(b) 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: [email protected]

30 -

NOTICE OF H SHARES CLASS MEETING

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:

For identification purposes only

NOTICE OF H SHARES CLASS MEETING

(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;

(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;

32 -

NOTICE OF H SHARES CLASS MEETING

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

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).

NOTICE OF H SHARES CLASS MEETING

Notes:

ATTENDEE OF THE H SHARES CLASS MEETING

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.

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.

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.

A67, Ande Road, Xicheng District, Beijing, the PRC
Postal Code: 100032
Telephone No.: (+86) 10 5673 0525
Email: [email protected]

34 -

APPENDIX

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Hong Kong Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase Mandate to the Board.

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

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Hong Kong Listing Rules permit companies whose primary listing is on the Hong Kong Stock Exchange to repurchase their securities on the Hong Kong Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by the Articles of Association to repurchase its own securities. The Company confirms that there is no abnormality in this explanatory statement and the proposed Repurchase Mandate.

EXERCISE OF REPURCHASE MANDATE

As at the Latest Practicable Date, the number of issued Shares of the Company was 4,397,881,000, comprising 2,967,200,000 Domestic Shares and 1,430,681,000 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that there is no change in the number of issued Domestic Shares and H Shares on or prior to the date of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 296,720,000 Domestic Shares and/or 143,068,100 H Shares, being the maximum of 10% of the respective aggregate nominal values of Domestic Shares or H Shares in issue as at the date of passing the relevant resolution.

REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. The exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchase will benefit the Company and the Shareholders. The Company intends to cancel the repurchased Shares following settlement of the repurchase.

APPENDIX

EXPLANATORY STATEMENT

FUNDING OF THE REPURCHASES

In repurchasing the Domestic Shares and/or H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Hong Kong Listing Rules and the applicable laws, rules and regulations of the PRC, including, without limitation, surplus funds and undistributed profits of the Company.

Taking into account the current good working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it would not have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 December 2024 as disclosed in the Company's latest published audited accounts contained in its annual report for the year 2024. However, the Directors do not intend to make any repurchase to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of Domestic Shares and/or H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at an appropriate time having taken into consideration the circumstances then prevailing which shall be in the best interests of the Company and the Shareholders as a whole.

H SHARE PRICES

The highest and lowest prices at which the H Shares were traded on the Hong Kong Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Month	H Shares
	Highest (HK$)	Lowest (HK$)
2024
March	4.73	4.25
April	5.09	4.52
May	5.49	4.90
June	5.47	4.99
July	5.44	4.77
August	5.97	4.93
September	5.73	4.80
October	6.00	5.21
November	5.75	5.20
December	6.87	5.62

APPENDIX

EXPLANATORY STATEMENT

Month	H Shares
	Highest (HK$)	Lowest (HK$)
2025
January	6.73	6.04
February	6.55	5.81
1 March to the Latest Practicable Date	6.09	5.73

DIRECTORS' UNDERTAKING

The Directors will exercise the power of the Company under appropriate circumstances to make repurchases pursuant to the Repurchase Mandate in accordance with the Hong Kong Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined under the Hong Kong Listing Rules) has any present intention to sell any of the Domestic Shares and/or H Shares to the Company if the Repurchase Mandate is approved at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.

No core connected person (as defined under the Hong Kong Listing Rules) of the Company has notified the Company that he, she or it has a present intention to sell any Domestic Shares and/or H Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is granted.

If a Shareholder's proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors are not aware of any consequences under the Takeovers Code and/or any similar applicable laws may be resulted from any repurchases carried out pursuant to the Repurchase Mandate. In addition, the Directors will not make Share repurchase on the Hong Kong Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Hong Kong Listing Rules not being complied with.

APPENDIX

EXPLANATORY STATEMENT

SECURITIES REPURCHASE MADE BY THE COMPANY

Details of the repurchase of H Shares made by the Company (whether on the Hong Kong Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date were as follows:

Month of Shares repurchase	Number of Shares repurchased	Purchase price per Share		Total price
		Maximum (HK$/Share)	Minimum (HK$/Share)
2024
September	1,718,000	5.58	5.11	9,133,402.20

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

14896_rns_2025-03-16_ee1353a6-f253-4256-bda0-70e079430694.pdf

中石化煉化工程(集團)股份有限公司

中石化煉化工程 (集團) 股份有限公司

SINOPEC Engineering (Group) Co., Ltd.*

I. INTRODUCTION

II. WORK REPORT OF THE BOARD FOR THE YEAR 2024

III. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

IV. AUDITED FINANCIAL REPORT FOR THE YEAR 2024

V. FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2024

1. Final dividend distribution plan for the year 2024

2. Closure of Register of Members for H Shares

3. Taxation

4. Profit Distribution for Investors of Southbound Trading

VI. AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2025

VII. BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2025

1. Business Operation Plan

2. Investment Plan

3. Financial Budget

VIII. APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2025 AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2025

IX. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD

X. APPLICATION FOR H SHARES FULL CIRCULATION IN RESPECT OF CERTAIN DOMESTIC UNLISTED SHARES OF THE COMPANY AND RELATED AUTHORISATIONS

1. H Shares Full Circulation Plan

1. Scope of shares that can be converted into H Shares upon application

2. Completion time of the H Shares Full Circulation

3. Conditions for the H Shares Full Circulation

2. Proposed Authorisation to the Board and its Authorized Persons to Handle Matters Relating to the H Share Full Circulation

XII. CAP FOR THE AMOUNT OF PARENT GUARANTEE FOR THE YEAR 2025

XIII. GRANT OF A GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

XIV. RECOMMENDATION

中石化煉化工程 (集團) 股份有限公司

NOTICE OF THE ANNUAL GENERAL MEETING

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

Executive Directors

4. Miscellaneous

中石化煉化工程 (集團) 股份有限公司

NOTICE OF DOMESTIC SHARES CLASS MEETING

By way of a special resolution:

Executive Directors

中石化煉化工程 (集團) 股份有限公司

NOTICE OF H SHARES CLASS MEETING

By way of a special resolution:

Executive Directors

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

EXERCISE OF REPURCHASE MANDATE

REASONS FOR THE REPURCHASE

FUNDING OF THE REPURCHASES

H SHARE PRICES

DIRECTORS' UNDERTAKING

DISCLOSURE OF INTERESTS

SECURITIES REPURCHASE MADE BY THE COMPANY

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