Sinopec Engineering Group Co Ltd. — Regulatory Filings 2013

Aug 19, 2013

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

==> picture [47 x 47] intentionally omitted <==

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)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE EIGHTH MEETING OF THE FIRST SESSION OF THE BOARD

SINOPEC Engineering (Group) Co., Ltd. (the “Company”) held the eighth meeting (the “Meeting”) of the First Session of the Board of Directors (the “Board”) on 16 August 2013 by physical attendance.

Nine directors shall attend the Meeting; however, seven directors attended the Meeting. Our Directors, Cai Xiyou, Zhang Kehua, Lei Dianwu, Yan Shaochun, Hui Chiu Chong, Stephen, Jin Yong and Ye Zhang attended the Meeting. Ling Yiqun and Chang Zhenyong, the directors of the Company, were engaged with official duties and could not attend the Meeting. Ling Yiqun authorized Cai Xiyou, the Chairman of the Board, and Chang Zhenyong authorized Zhang Kehua, the vice Chairman of the Board, to attend the Meeting and vote on their behalf. The members of the board of supervisors and senior officers were present at the Meeting as non-voting attendees. The convening of, and the procedures for holding, the Meeting were in compliance with relevant laws and the Company’s Articles of Association (the “Articles”).

The Meeting was convened and chaired by Cai Xiyou, the Chairman of the Board. After due consideration, each of the following resolutions was approved at the Meeting:

1. The proposed report on the fulfillment of the key targets for the first half of 2013 and the proposed work arrangements report for the second half of 2013

2. The proposed report on the operating results, financial conditions and other relevant matters for the first half of 2013

3. The proposed 2013 Interim Report

• For identification purposes only

— 1 —

1. The proposed 2013 interim financial report audited by Grant Thornton

2. The proposed 2013 business operations plan, investment plan and financial budget

For details of the proposal, please refer to the circular to be issued by the Company to the shareholders.

1. The proposed amendment of the Articles

For details of the proposal, please refer to the circular to be issued by the Company to the shareholders.

1. The proposed annual caps for the continuing connected transactions under the financial services framework agreement for 2014 and 2015

For details of the proposal, please refer to the announcement published by the Company on the same day and the circular to be issued to the shareholders.

1. The proposed establishment of Sinopec Heavy Lift and Transportation Engineering Co., Ltd.* (中石化重型起重運輸工程有限責任公司)

2. The proposed enhancement and establishment of certain internal departments at the Company’s headquarters and adjustments to their functions

3. The proposed 2013 interim dividend distribution plan

In accordance with the Articles, the profits distributable to shareholders shall be the lower of the amounts calculated pursuant to the PRC Accounting Standards and the International Financing Reporting Standards. Based on the current net profit of the Company in the amount of RMB 2.202 billion, being the lower amount calculated pursuant to the PRC Accounting Standards and net of the statutory surplus reserve in the amount of RMB 0.22 billion, the total amount of the net profit of the Company attributable to shareholders for the period from January 2013 to June 2013 shall be RMB 1.982 billion. After due consideration of return to shareholders as well as the long-term interests of the Company, the aggregate amount of 2013 interim dividends distributed by the Company in cash shall be approximately RMB 0.593 billion.

The distribution of interim dividends shall be based on the total share capital of 4,428,000,000 shares of the Company as of 30 June 2013. The 2013 interim dividends shall be distributed to all shareholders on the basis of RMB 0.134 per share (inclusive of applicable taxes).

— 2 —

For details of the proposal, please refer to the circular to be issued by the Company to the shareholders.

1. The proposed appointment of an independent auditor and approval for 2013 annual audit fee

The Company proposes to engage Grant Thornton (Special General Partnership) as its independent auditor. The 2013 annual audit fee shall be RMB 4.7 million.

1. The proposal to convene the second 2013 extraordinary general meeting (the “EGM”)

The above proposals 5, 6, 7, 10 and 11 shall be submitted to the EGM for shareholders’ approval. Please refer to the EGM notice and related documents to be published by the Company for details.

The directors (including all independent non-executive directors) are of the view that the financial services framework agreement and the continuing connected transactions thereunder as referred to in Proposal 7 above are conducted in the ordinary and usual course of business of the Company and on normal commercial terms; and such continuing connected transactions and the proposed annual caps are fair and reasonable as far as the independent shareholders are concerned, and in the interests of the Company and its shareholders as a whole.

By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Sang Jinghua

Secretary to the Board of Directors and the Company Secretary

Beijing, China August 16, 2013

As of the date of this announcement, the executive director of the Company is Yan Shaochun; the non-executive directors are Cai Xiyou, Zhang Kehua, Lei Dianwu, Ling Yiqun and Chang Zhenyong; and the independent non-executive directors are Hui Chiu Chong, Stephen, Jin Yong and Ye Zheng.

— 3 —