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Sinopec Engineering Group Co Ltd. Proxy Solicitation & Information Statement 2026
14896_rns_2026-05-15_f5265972-28c8-4988-ac45-262d151ddfba.pdf
Proxy Solicitation & Information Statement
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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.
中国石化
SINOPEC
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 2025
AUDITED FINANCIAL REPORT FOR THE YEAR 2025
FINAL DIVIDEND FOR THE YEAR 2025 AND SPECIAL DIVIDEND
DISTRIBUTION PLAN
AUTHORISATION TO THE BOARD TO DETERMINE
THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2026
APPOINTMENT OF DOMESTIC AUDITOR AND
INTERNATIONAL AUDITOR FOR THE YEAR 2026
AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR
REMUNERATION
FOR THE YEAR 2026
GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES
AND/OR H SHARES
A letter from the Board is set out on pages 4 to 11 of this circular.
The notices convening the AGM, the Domestic Shareholders' Meeting and the H Shareholders' Meeting to be held at 10:00 a.m., 10:30 a.m. (or immediately after the conclusion of the previous meeting) and 11:00 a.m. (or immediately after the conclusion of the previous meeting) on Friday, 5 June 2026 at A67, Ande Road, Xicheng District, Beijing, the PRC are set out on pages 12 to 19 of this circular.
Whether or not you are able to attend the AGM, the Domestic Shareholders' Meeting and/or the H Shareholders' 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 Shareholders' Meeting and/or the H Shareholders' 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 Shareholders' Meeting and/or the H Shareholders' Meeting or any adjournment thereof should you so wish.
15 May 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
NOTICE OF ANNUAL GENERAL MEETING ... 12
NOTICE OF DOMESTIC SHAREHOLDERS' MEETING ... 16
NOTICE OF H SHAREHOLDERS' MEETING ... 18
APPENDIX - EXPLANATORY STATEMENT ... 20
- i -
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 2025 to be convened and held on Friday, 5 June 2026
“Articles of Association” the Articles of Association of SINOPEC Engineering (Group) Co., Ltd., as amended, supplemented or otherwise modified from time to time
“Board” the board of directors of the Company
“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 Shareholders’ Meeting” the first Domestic Shareholders’ meeting for the year 2026 to be held on Friday, 5 June 2026
“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 Shareholders’ Meeting”
the first H Shareholders’ meeting for the year 2026 to be held on Friday, 5 June 2026
“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”
11 May 2026, being the latest practicable date for ascertaining certain information before the printing of this circular
“PRC” or “People’s Republic of China”
the People’s Republic of China
“Repurchase Mandate”
subject to the conditions set out in the proposed resolution approving the Repurchase Mandate at each of the AGM, the Domestic Shareholders’ Meeting and the H Shareholders’ 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 (excluding treasury Shares in each case) in issue as at the date of passing the relevant resolution as set out in the notices for convening the AGM, the Domestic Shareholders’ Meeting and the H Shareholders’ Meeting
“RMB”
the lawful currency of the PRC
– 2 –
- 3 -
DEFINITIONS
“SAFE”
State Administration of Foreign Exchange of the PRC (中華人民共和國國家外匯管理局)
“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 FOR THE YEAR 2025 AND SPECIAL DIVIDEND DISTRIBUTION PLAN” in this circular
“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
“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
“%”
percentage ratio
LETTER FROM THE BOARD
中国石化 SINOPEC
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:
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:
YE Zheng (葉政)
ZHAO Jinsong (趙勁松)
ZHANG Xuyan (章旭彥)
15 May 2026
To the Shareholders
Dear Sir or Madam,
WORK REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2025
AUDITED FINANCIAL REPORT FOR THE YEAR 2025
FINAL DIVIDEND FOR THE YEAR 2025 AND SPECIAL DIVIDEND
DISTRIBUTION PLAN
AUTHORISATION TO THE BOARD TO DETERMINE
THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2026
APPOINTMENT OF DOMESTIC AUDITOR AND
INTERNATIONAL AUDITOR FOR THE YEAR 2026
AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR
REMUNERATION
FOR THE YEAR 2026
GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES
AND/OR H SHARES
For identification purposes only
- 4 -
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 Shareholders’ Meeting and the H Shareholders’ Meeting (if applicable) to consider and approve:
- the work report of the Board for the year 2025;
- the audited financial report for the year 2025;
- the final dividend for the year 2025 and special dividend distribution plan;
- the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2026;
- the appointment of domestic auditor and international auditor for the year 2026 and the authorisation to the Board to determine their remuneration for the year 2026; 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 2025
An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Board for the year 2025, the text of which is set out in the Company’s annual report for the year 2025 published on 15 March 2026.
III. AUDITED FINANCIAL REPORT FOR THE YEAR 2025
An ordinary resolution will be proposed at the AGM to consider and approve the Company’s audited financial report for the year 2025, the text of which is set out in the Company’s annual report for the year 2025 published on 15 March 2026.
IV. FINAL DIVIDEND FOR THE YEAR 2025 AND SPECIAL DIVIDEND DISTRIBUTION PLAN
1. Final dividend for the year 2025 and special dividend distribution plan
On 13 March 2026, the Board approved the final dividend for the year 2025 and special dividend distribution plan. 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, the Board proposed the
LETTER FROM THE BOARD
distribution of (1) a final dividend for the year 2025 of RMB0.104 per Share (inclusive of applicable tax) in cash; and (2) a special dividend of RMB0.094 per Share (inclusive of applicable tax) in cash, calculated by 4,394,024,000 Shares including 1,426,824,000 H Shares and 2,967,200,000 Domestic Shares, the total share capital of the Company as at 31 December 2025. Such proposed dividend distribution shall be submitted to the AGM for consideration and approval before the implementation, by which the distribution of a dividend in cash of RMB0.198 (inclusive of applicable tax) that includes final dividend and special dividend will be made.
The final dividend and special 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 payable in Hong Kong dollars shall be based on the average of the daily reference exchange rate published by the China Foreign Exchange Trade System at the end of each day during the five business days prior to the date on which the final dividend and special dividend are approved by the AGM held on 5 June 2026.
The Company will appoint a receiving agent in Hong Kong and will pay to such receiving agent the final dividend and special dividend (after deductions of relevant tax, if applicable) declared for payment to H Shareholders. The final dividend and special dividend will be paid by the receiving agent on or before Friday, 17 July 2026. 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 dividend distribution plan. The payment of the final dividend and special dividend is subject to the Shareholders' approval at the AGM.
2. Closure of Register of Members for H Shares
The final dividend and special dividend will be paid on or before Friday, 17 July 2026 to all Shareholders whose names appear on the register of members of the Company at the close of business on Monday, 15 June 2026. In order to qualify for the final dividend and special 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, 10 June 2026 for registration. For the purpose of ascertaining Shareholders who qualify for the final dividend and special dividend, the register of members for H Shares will be closed from Thursday, 11 June 2026 to Monday, 15 June 2026 (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
LETTER FROM THE BOARD
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 Monday, 15 June 2026.
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%.
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.
- 7 -
LETTER FROM THE BOARD
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) (《關於濕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.
V. AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2026
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 2026.
VI. APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2026 AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR REMUNERATION FOR THE YEAR 2026
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 determine their remuneration for the year 2026 at an aggregate amount of RMB4.57 million.
Such estimated audit fee was determined after careful consideration and arm's length negotiations between the Company and the domestic and international auditors, taking into account various factors, such as the size and structure of the Group, the nature and complexity of the Group's business, the expected scope, timetable and direction of the audit, as well as the time and resources to be devoted by the auditors. In addition, such estimated audit fee is premised on the assumptions that there will be no material changes in the business and operations, accounting policies or regulatory environment of the Group, and that the Group will provide appropriate assistance and information required for the audit in a timely manner.
LETTER FROM THE BOARD
VII. 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 2024, the class meeting for Domestic Shareholders and the class meeting for H Shareholders held on 9 May 2025, 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 (excluding treasury Shares in each case) 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 Shareholders' Meeting and the H Shareholders' Meeting 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 (excluding treasury Shares in each case) in issue (as the case may be), 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 Shareholders' Meeting and the H Shareholders' 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.
LETTER FROM THE BOARD
(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 Shareholders’ Meeting and H Shareholders’ 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 Shareholders’ Meeting or by a special resolution of H Shareholders at the H Shareholders’ Meeting; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shareholders’ Meeting and the H Shareholders’ 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;
- 10 -
LETTER FROM THE BOARD
(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 a 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.
VIII. RECOMMENDATION
The Directors (including all independent non-executive Directors) consider that all resolutions to be proposed at the AGM, the Domestic Shareholders' Meeting and the H Shareholders' 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 Shareholders' Meeting and the H Shareholders' Meeting as set out in the AGM Notice, the Domestic Shareholders' Meeting Notice and the H Shareholders' 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
15 May 2026
- For identification purposes only
NOTICE OF ANNUAL GENERAL MEETING
中国石化 SINOPEC
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 2025 AND CLOSURE OF REGISTER OF MEMBERS
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) for the year 2025 of SINOPEC Engineering (Group) Co., Ltd. (the “Company”) will be held at 10:00 a.m. on Friday, 5 June 2026 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 15 May 2026 (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 2025;
(2) to consider and approve the audited financial report for the year 2025;
(3) to consider and approve the final dividend for the year 2025 and special dividend distribution plan;
(4) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2026; and
(5) 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 2026, respectively, to hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to determine their remuneration for the year 2026.
-
For identification purposes only
-
12 -
NOTICE OF ANNUAL GENERAL MEETING
By way of a special resolution:
(6) 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
15 May 2026
As at the date of this notice, directors of the Company are ZHANG Xinming#, XIANG Wenwu, LI Chengfeng, YU Renming*, YE Zheng+, ZHAO Jinsong+, ZHANG Xuyan+ 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).
- 13 -
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 Tuesday, 2 June 2026 to Friday, 5 June 2026 (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 Tuesday, 2 June 2026 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 Monday, 1 June 2026 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.
- 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 and Special Dividend
For the purpose of ascertaining Shareholders who qualify for the final dividend for the year 2025 and the special dividend, the H Share register of members of the Company will be closed from Thursday, 11 June 2026 to Monday, 15 June 2026 (both days inclusive). In order to qualify for the final dividend and the special 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, 10 June 2026 for registration.
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.
(c) The place of business of the Company is at:
Floor 6-9, A67, Ande Road, Xicheng District, Beijing, the PRC
Postal Code: 100032
Telephone No.: (+86) 10 5673 0525
Email: [email protected]
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NOTICE OF DOMESTIC SHAREHOLDERS' MEETING
中国石化 SINOPEC
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 SHAREHOLDERS' MEETING
NOTICE IS HEREBY GIVEN that the first Domestic Shareholders' Meeting for the year 2026 (the "Domestic Shareholders' Meeting") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at 10:30 a.m. on Friday, 5 June 2026 or immediately after the annual general meeting of the Company for the year 2025 (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 15 May 2026.
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.
By Order of the Board
SINOPEC ENGINEERING (GROUP) CO., LTD.
YIN Fengbing
Chief Financial Officer & Secretary to the Board
Beijing, the PRC
15 May 2026
As at the date of this notice, directors of the Company are ZHANG Xinming#, XIANG Wenwu, LI Chengfeng, YU Renming*, YE Zheng+, ZHAO Jinsong+, ZHANG Xuyan+ 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).
-
For identification purposes only
-
16 -
NOTICE OF DOMESTIC SHAREHOLDERS' 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 Shareholders' Meeting, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both days inclusive).
(b) Domestic Shareholders whose names appear on the register of members of the Company before the close of business on Tuesday, 2 June 2026 are entitled to attend and vote in respect of the resolution to be proposed at the Domestic Shareholders' 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 Shareholders' 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.
- Proxy
(a) A Domestic Shareholder eligible to attend and vote at the Domestic Shareholders' 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.
(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 not less than 24 hours before the time designated for holding the Domestic Shareholders' Meeting.
(d) A Domestic Shareholder or his/her/its proxy may exercise the right to vote by poll.
- Miscellaneous
(a) The Domestic Shareholders' Meeting is expected to take place immediately after the AGM. Domestic Shareholders attending the Domestic Shareholders' Meeting shall be responsible for their own travel and accommodation expenses.
(b) The place of business of the Company is at:
Floor 6-9, A67, Ande Road, Xicheng District, Beijing, the PRC
Postal Code: 100032
Telephone No.: (+86) 10 5673 0525
Email: [email protected]
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NOTICE OF H SHAREHOLDERS' MEETING
中国石化 SINOPEC
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 SHAREHOLDERS' MEETING
NOTICE IS HEREBY GIVEN that the first H Shareholders' Meeting for the year 2026 (the "H Shareholders' Meeting") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at 11:00 a.m. on Friday, 5 June 2026 or immediately after the annual general meeting of the Company for the year 2025 (the "AGM") and the first Domestic Shareholders' Meeting for the year 2026 (the "Domestic Shareholders' 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 15 May 2026.
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.
By Order of the Board
SINOPEC ENGINEERING (GROUP) CO., LTD.
YIN Fengbing
Chief Financial Officer & Secretary to the Board
Beijing, the PRC
15 May 2026
As at the date of this notice, directors of the Company are ZHANG Xinming#, XIANG Wenwu, LI Chengfeng, YU Renming*, YE Zheng+, ZHAO Jinsong+, ZHANG Xuyan+ 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).
- For identification purposes only
NOTICE OF H SHAREHOLDERS' MEETING
Notes:
ATTENDEE OF THE H SHAREHOLDERS' MEETING
- Eligibility and Registration Procedures for Attending the H Shareholders' Meeting
(a) Closure of Register of Members. For the purpose of ascertaining H Shareholders who are entitled to vote at the H Shareholders' Meeting, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, both dates inclusive.
(b) H Shareholders whose names appear on the register of members of the Company before the close of business on Tuesday, 2 June 2026 are entitled to attend and vote in respect of the resolution to be proposed at the H Shareholders' Meeting.
(c) H Shareholders who wish to attend the H Shareholders' 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 Monday, 1 June 2026 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 Shareholders' 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.
- Proxy
(a) An H Shareholder eligible to attend and vote at the H Shareholders' 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 Shareholders' Meeting.
(d) An H Shareholder or his/her/its proxy may exercise the right to vote by poll.
- Miscellaneous
(a) The H Shareholders' Meeting is expected to take place immediately after the AGM and the Domestic Shareholders' Meeting. H Shareholders attending the H Shareholders' 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:
Floor 6-9, A67, Ande Road, Xicheng District, Beijing, the PRC
Postal Code: 100032
Telephone No.: (+86) 10 5673 0525
Email: [email protected]
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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 4,394,024,000, comprising 2,747,220,000 Domestic Shares and 1,646,804,000 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 Shareholders' Meeting and the H Shareholders' Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 274,722,000 Domestic Shares and/or 164,680,400 H Shares, being the maximum of 10% of the respective aggregate nominal values of Domestic Shares or H Shares (excluding treasury 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 2025 as disclosed in the Company's latest published audited accounts contained in its annual report for the year 2025. However, the Directors do not intend to make any repurchase in such circumstances if the exercise of the Repurchase Mandate 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$) | Lowest (HK$) | |
| 2025 | ||
| April | 5.65 | 4.80 |
| May | 5.72 | 5.41 |
| June | 6.32 | 5.43 |
| July | 6.49 | 5.91 |
| August | 7.30 | 5.98 |
| September | 7.44 | 6.60 |
| October | 7.52 | 6.57 |
| November | 7.93 | 7.32 |
| December | 7.72 | 7.18 |
APPENDIX
EXPLANATORY STATEMENT
| Month | H Shares | |
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| 2026 | ||
| January | 7.86 | 6.71 |
| February | 8.02 | 7.22 |
| March | 8.25 | 5.83 |
| April | 6.60 | 5.85 |
| 1 May to the Latest Practicable Date | 6.58 | 6.13 |
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 Shareholders' Meeting and the H Shareholders' 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
The Company has not repurchased any Domestic Shares and/or H Shares (whether on the Hong Kong Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
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