Sinopec Engineering Group Co Ltd. — Declaration of Voting Results & Voting Rights Announcements 2014

May 9, 2014

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.

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中石化煉化工程（集團）股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

(a joint stock limited liability company incorporated in the People’s Republic of China)

(Stock Code: 2386)

ANNOUNCEMENT OF RESOLUTION PASSED AT THE H SHARE CLASS MEETING

Important Notice:

• There is no objection against or amendment to the resolution at the H Share Class Meeting (as defined below).

• There is no supplementary resolution before the convening of the H Share Class Meeting (as defined below).

• I. Convening and attendance of the meeting

• SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) held its first class meeting for H Shareholders for the year 2014 (the “ H Share Class Meeting ”) at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC immediately after the annual general meeting of the Company and the first class meeting for Domestic Shareholders for the year 2014 convened and held on the same date and at the same place on Thursday, 8 May 2014. The board of directors of the Company (the “ Board ”) is pleased to announce that the proposed resolution set out in the notice of the H Share Class Meeting dated 18 March 2014 (the “ H Share Class Meeting Resolution ”) was duly passed. In this announcement, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 18 March 2014 (the “ Circular ”).

• For identification purposes only

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As at the shareholding record date of the H Share Class Meeting (8 April 2014), the total number of issued H Shares entitling the holders to attend and vote for, against or abstain from voting on the H Share Class Meeting Resolution was 1,460,800,000 Shares. The number of holders of H Shares and authorised proxies who actually attended the H Share Class Meeting was 5[note] 1, holding an aggregate of 390,973,349 H Shares, representing 26.76% of total number of H Shares carrying valid voting rights.

As at the date of the H Share Class Meeting, the total number of issued H Shares entitling the holders to vote for, against or abstain from voting on the H Share Class Meeting Resolution was 1,460,800,000 Shares. There were no H Shares entitling the holders to attend and abstain from voting in favour of the H Share Class Meeting Resolution. There were no holders of H Shares who have stated their intention in the Circular to vote against or to abstain from voting in respect of the H Share Class Meeting Resolution.

The H Share Class Meeting was convened by the Board and chaired by the Chairman of the Board, Cai Xiyou. There are currently 9 Directors and 7 supervisors of the Company (“ Supervisors ”) at the date of the H Share Class Meeting. Some members of the Board, the Supervisory Committee and the senior management of the Company were present at the H Share Class Meeting. The convening of and the procedures for holding the H Share Class Meeting and the voting procedures at the H Share Class Meeting were in compliance with the requirements of the Company Law of the People’s Republic of China and the Articles.

Note 1: The chairman of the H Share Class Meeting was appointed by some of the holders of H Shares to vote on their behalf, and he was not counted repeatedly towards the calculation of the total number of the holders of H Shares and authorised proxies who attended the H Share Class Meeting.

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• II. Consideration of the resolution

The following resolution was considered and approved at the H Share Class Meeting by way of poll. Any abstain vote was disregarded as voting rights for the purpose of calculating the results of the relevant resolution.

By way of special resolution:

1. To consider and approve the proposed grant of general mandate to the Board to repurchase Domestic Shares and/or H Shares of the Company.

		Representing	For	Against	Abstain
		Shares	(Shares)	(Shares)	(Shares)	Approval
						(%)
Voting	results	390,973,349	390,972,349	1,000	0	99.999744

In accordance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited was appointed as the scrutineer in respect of voting at the H Share Class Meeting[note][2] .

Note 2: Computershare Hong Kong Investor Services Limited is the H Share registrar for the Company.

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

Secretary to the Board and Company Secretary

Beijing, PRC 9 May 2014

As at the date of this announcement, the executive director is Yan Shaochun; the non-executive directors are Cai Xiyou, Lei Dianwu, Ling Yiqun, Chang Zhenyong and Li Guoqing; and the independent non-executive directors are Hui Chiu Chung, Stephen, Jin Yong and Ye Zhen.

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