Sinopec Engineering Group Co Ltd. — AGM Information 2014

Mar 18, 2014

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 form of proxy, 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.

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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)

REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2013

REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2013 PROPOSED APPOINTMENT OF A DIRECTOR

PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2013 AUTHORIZATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2014

PROPOSED RE-APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2014 AND AUTHORIZATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2014

PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2014

AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2013

GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

A letter from the Board is set out on pages 5 to 13 of this circular.

An extract of the notice convening the AGM to be held at the Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC on Thursday, 8 May 2014 at 9 a.m. is set out on pages 14 to 16 of this circular.

If you intend to attend the AGM, 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 2014.

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

• For identification purposes only.

18 March 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Class Meeting for Holders of Domestic Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of Class Meeting for Holders of H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Appendix I — Biographical Details of the Proposed Director . . . . . . . . . . . . . . . . . .	25
Appendix II — Explanatary Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

— 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 2013 to be convened and held on 8 May 2014 “AGM Notice” the notice for convening the AGM set out on pages 14 to 16 of this circular

“Articles” the articles of association of the Company as amended, revised or supplemented from time to time “associate(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules

• “Board of Directors” or “Board” the board of directors of the Company

“Companies Ordinance” Companies Ordinance (Chapter 622 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“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 Main Board of Hong Kong Stock Exchange (Stock Code: 2386) “Company Law” or “PRC Company Law of the PRC (中華人民共和國公司法), as Company Law” amended and adopted by the Standing Committee of the Twelfth National People’s Congress on 28 December 2013 and effective on 1 March 2014 “connected person(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules “Controlling Shareholder(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules “CSRC” China Securities Regulatory Commission “Director(s)” director(s) of the Company “Domestic Share(s)” ordinary share(s) of the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and are unlisted Shares which are currently not listed or traded on any stock exchange

“Domestic Share Class Meeting” the first class meeting for Domestic Shareholder(s) for the year 2014 to be held on 8 May 2014

— 1 —

DEFINITIONS

• “Domestic Share Class Meeting the notice for convening the Domestic Share Class Meeting Notice” set out on pages 17 to 20 of this circular

• “Domestic Shareholder(s)” holders of Domestic Shares

• “Extra Amount” has the meaning ascribed thereto under the section headed “Proposed final dividend distribution plan for the year 2013” in this circular

• “Final Dividend” has the meaning ascribed thereto under the section headed “Proposed final dividend distribution plan for the year 2013” in this circular

• “General Mandate” a general mandate to be granted to the Board for issuing Domestic Shares and/or H Shares representing up to the limit of 20% of each of the aggregate nominal values of the Domestic Shares or H Shares of the Company, respectively, in issue on the date of passing the related resolution by the Shareholders

• “Group”, “us” or “we” the Company and its subsidiaries “H Share(s)” overseas listed foreign invested ordinary share(s) in the ordinary 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 Share Class Meeting” the first class meeting for H Shareholders for the year 2014 to be held on 8 May 2014

• “H Share Class Meeting Notice” the notice for convening the H Share Class Meeting set out on pages 21 to 24 of this circular

• “H Shareholders” holders of H Shares

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

• “HKSCC” Hong Kong Securities Clearing Company Limited

• “Hong Kong” or “HK” 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 2014, being the latest practicable date before the printing of this circular for ascertaining certain information

— 2 —

DEFINITIONS

“Listing Date”	23 May 2013, on which the H Shares are listed and from
	which dealings therein are permitted to take place on the
	Hong Kong Stock Exchange
“Mandatory Provisions”	the Mandatory Provisions for the Articles of Association of
	the Companies to be Listed Overseas (《到境外上市公司章程
	必備條款》) issued on 27 August 1994 by the Securities
	Commission of the State Council and the State Commission
	for Restructuring the Economic System of the PRC
“Parent Group”	collectively, Sinopec Group and its subsidiaries (excluding
	the Group)
“PBOC”	People’s Bank of China (中國人民銀行)
“PRC”	the People’s Republic of China which, for the purpose of this
	circular, excludes Hong Kong, Macau Special Administration
	Region of the PRC and Taiwan
“Prospectus”	the prospectus of the Company dated 10 May 2013
“Receiving Agent”	has the meaning ascribed thereto under the section headed
	“Proposed final dividend distribution plan for the year 2013”
	in this circular
“Record Date”	on Tuesday, 20 May 2014, being the record date in respect of
	H Shareholders to which the payment of the Final Dividend
	will be determined
“Repurchase Mandate”	subject to the conditions set out in the proposed resolution
	approving the repurchase mandate at the AGM, the H Share
	Class Meeting and the Domestic Share 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 of the Company as of the date of the
	passing of the relevant resolution as set out in the AGM
	Notice, the H Share Class Meeting Notice and the Domestic
	Share Class Meeting Notice
“RMB”	the lawful currency of the PRC
“SAFE”	The State of Administration of Foreign Exchange of the PRC
	（《中華人民共和國國家外匯管理局》） or its successor
	authority

— 3 —

DEFINITIONS

“SAMC” Sinopec Assets Management Co., Ltd. (中國石化集團資產經 營管理有限公司), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of Sinopec Group “SFO” Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “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 Shares “Sinopec Group” China Petrochemical Corporation (中國石油化工集團公司), a state-owned enterprise incorporated under the laws of the PRC and established in July 1998 upon reorganization of the former China Petrochemical Corporation (中國石油化工總公 司), and the Controlling Shareholder “subsidiary” or “subsidiaries” has the meaning ascribed thereto in the Companies Ordinance “Substantial Shareholder(s)” has the meaning ascribed thereto in the Hong Kong Listing Rules “Supervisory Committee” the supervisory committee of the Company “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time “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

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LETTER FROM THE BOARD

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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)

Executive Director: YAN Shaochun (閆少春) Non-executive Directors: CAI Xiyou (蔡希有) (Chairman) ZHANG Kehua (張克華) LEI Dianwu (雷典武) LING Yiqun (凌逸群) CHANG Zhenyong (常振勇)

Independent non-executive Directors: HUI Chiu Chung, Stephen (許照中) JIN Yong (金涌) YE Zheng (葉政)

18 March 2014

To the Shareholders

Dear Sir or Madam,

REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2013 REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2013 PROPOSED APPOINTMENT OF A DIRECTOR

PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2013 AUTHORIZATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2014

PROPOSED RE-APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2014 AND AUTHORIZATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2014

PROPOSED 2014 BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2014 AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2013

GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

• For identification purposes only.

— 5 —

LETTER FROM THE BOARD

I INTRODUCTION

The purpose of this circular is to provide you with, among other things, further information in relation to certain resolutions to be proposed at the AGM:

• (1) to consider and approve the report of the Board for the year 2013;

• (2) to consider and approve the report of the Supervisory Committee for the year 2013;

• (3) to consider and approve the proposed appointment of a Director;

• (4) to consider and approve the proposed final dividend distribution plan for the year 2013;

• (5) to authorize the Board to determine the interim profit distribution plan of the Company for the year 2014;

• (6) to consider and approve the proposed re-appointment of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year 2014;

• (7) to consider and approve the proposed business operation plan, investment plan and financial budget for the year 2014;

• (8) to consider and approve the audited financial statements for the year 2013;

• (9) to grant to the Board a general mandate to issue Domestic Shares and/or H Shares; and

• (10) to grant to the Board a general mandate to repurchase Domestic Shares and/or H Shares.

II REPORT OF THE BOARD FOR THE YEAR 2013

An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board for the year 2013, the text of which is set out in the Company’s annual report for the year 2013 despatched on 18 March 2014.

III REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2013

An ordinary resolution will be proposed at the AGM to consider and approve the report of the Supervisory Committee for the year 2013, the text of which is set out in the Company’s annual report for the year 2013 despatched on 18 March 2014.

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LETTER FROM THE BOARD

IV PROPOSED APPOINTMENT OF A DIRECTOR

Resignation of a Director

The Board was notified on 14 March 2014 by Mr. ZHANG Kehua of his resignation as non-executive Director and Vice Chairman of the Company in consideration of his age. Mr. ZHANG Kehua will continue performing his duties as non-executive Director and Vice Chairman of the Company before the new non-executive Director is appointed by election at the AGM on 8 May 2014. Mr. ZHANG Kehua will also cease to serve as a member of the remuneration committee of the Board and Chairman of the strategy and development committee of the Board. Mr. ZHANG Kehua has confirmed that he does not have any disagreement with the Board or the Company and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders.

Proposed Appointment of a Director

At the Board Meeting on 14 March 2014, the Board has nominated Mr. LI Guoqing as non-executive Director for a term commencing from the date of appointment and ending on expiry of the term of the First Session of the Board.

According to the Articles, the proposed appointment of a Director is subject to approval by the Shareholders. The proposal will be put forward at the AGM for the Shareholders’ consideration and approval by way of ordinary resolution.

It is expected that Mr. LI Guoqing will not receive any remuneration for serving as a non-executive Director of the Company. The Company will enter into service contract with Mr. LI Guoqing upon his appointment as non-executive Director being approved at the AGM for a term commencing from the date of appointment and ending on the expiry of the term of the First Session of the Board.

Biographical details of Mr. LI Guoqing are set out in Appendix I of this circular.

Save as disclosed above, Mr. LI Guoqing did not serve as a director in any other listed companies in the past three years and does not have any relationship with any Director, supervisor of the Company, senior management member of the Company or Substantial Shareholders (as defined in the Hong Kong Listing Rules).

As of the date of this circular, Mr. LI Guoqing has no interest in the shares of the Company or its associated companies within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information to be disclosed pursuant Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules or any other matters in relation to Mr. LI Guoqing that needs to be brought to the attention of the Shareholders of the Company. Mr. LI Guoqing has never been penalized by any securities regulatory authorities or any other relevant authorities.

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LETTER FROM THE BOARD

V PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2013

1. Proposed distribution of final dividends for the year 2013

On 14 March 2014, the Board proposed to distribute the final dividends for the year 2013 (the “ Final Dividend ”) to all Shareholders. In accordance with the Articles, the amounts shall be the lower of the profit after taxation of the Company calculated pursuant to the PRC Accounting Standards for Business Enterprises and the International Financial Reporting Standards. For the year 2013, the total amount of the net profit of the Company attributable to shareholders calculated pursuant to the PRC Accounting Standards for Business Enterprises shall be RMB3.592 billion. After due consideration of return to shareholders as well as the long-term interests of the Company, the aggregate amount of the dividends distributed by the Company for the year 2013 in cash shall be approximately RMB1.435 billion. Based on 4,428,000,000 Shares, being the total share capital of the Company as at 31 December 2013, the dividends for the year 2013 shall be distributed to all Shareholders on the basis of RMB0.324 per share (inclusive of applicable taxes). According to this proposal, after deduction of the interim dividends in the total amount of RMB594 million paid by the Company, the aggregate amount of the Final Dividend shall be RMB841 million. Based on the total share capital of the Company of 4,428,000,000 shares as at 31 December 2013, a Final Dividend of RMB0.190 (inclusive of applicable tax) per Share shall be payable to all Shareholders. The payment of the Final Dividend is subject to the Shareholders’ approval at the AGM.

The Final Dividend will be paid on or before Monday, 30 June 2014 to those Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 20 May 2014 (the “ Record Date ”). 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: Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Wednesday, 14 May 2014. For the purpose of ascertaining Shareholders who qualify for the Final Dividend, the H Share register of members will be closed from Thursday, 15 May 2014 to Tuesday, 20 May 2014 (both days inclusive).

The Final Dividend will be denominated and declared in RMB, the holders of Domestic Shares will be paid in RMB and the holders of H Shares will be paid in Hong Kong dollars. The exchange rate for the Final Dividend to be paid in Hong Kong dollars will be the mean of the exchange rates of Hong Kong dollars to RMB as announced by the PBOC during the five business days prior to the date of declaration of the Final Dividend.

2. 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 which came into effect on 1 January 2008, 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

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LETTER FROM THE BOARD

other organizations or groups, shall be deemed as shares held by non-resident enterprise shareholders. Therefore, on this basis, enterprise income tax shall be withheld from dividends payable to such shareholders. If holders of H Shares intend to change its shareholder status, please enquire about the relevant procedures with your 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 the Record Date.

If the individual holders of the H Shares 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 with PRC under the relevant tax agreement, the Company should withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. Should the individual holders of the H Shares be residents of the countries which had an agreed tax rate of less than 10% with PRC under the relevant tax agreement, 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 holders of the H Shares wish to reclaim the extra amount withheld (the “ Extra Amount ”) 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 evidence required by the notice of the tax agreement to the share register of the Company within the timeline set out below. The Company will assist with the tax refund after the approval of the competent tax authority. Should the individual holders of the H Shares be residents of the countries which had an agreed tax rate of over 10% but less than 20% with PRC under the tax agreement, 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 holders of the H Shares are residents of the countries which had an agreed tax rate of 20% with PRC, or which has not entered into any tax agreement with PRC, or otherwise, the Company shall withhold and pay the individual income tax at a rate of 20%.

The Company will appoint a receiving agent in Hong Kong (the “ Receiving Agent ”) and will pay to such Receiving Agent the Final Dividend (after relevant deductions, if applicable) declared for payment to holders of H shares. The Final Dividend will be paid by the Receiving Agent on or before Monday, 30 June 2014. The cheques will be despatched to holders of H Shares by ordinary post at their own risk.

VI AUTHORIZATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2014

An ordinary resolution will be proposed at the AGM to authorize the Board to determine the interim profit distribution plan of the Company for the year 2014.

VII PROPOSED RE-APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR 2014 AND AUTHORIZATION TO THE BOARD TO FIX THEIR REMUNERATION FOR 2014

Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited are proposed to be re-appointed as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and it is proposed that the Board be authorized to fix their remuneration for the year 2014.

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LETTER FROM THE BOARD

VIII PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2014

In order to achieve coordinated allocation of resources and highlight the overall strengths of the Group, the Company carried out scientific planning on production, business operations and investments for the year 2014 and formulated the annual target, protective measures and management responsibilities according to the internal guidelines of “Integrated Management, Management and Control at the Group Level”. An ordinary resolution will be proposed at the AGM to consider and approve the Company’s proposed business operation plan, investment plan and financial budget for the year 2014, details of which are as follows:

1. Business operation plan

According to the development target of the Company and taking into account the annual operation results and fulfillment of indicators in 2013, it is proposed that the business operations of the Company in 2014 should be based on maintaining the market advantages in traditional industries, including oil refining and chemical industries, while endeavoring to develop the novel coal chemical market and increasing efforts on the expansion of overseas markets. In 2014, the target domestic new contract amount of the Group is RMB45 billion and the target overseas new contract amount is USD3 billion.

2. Investment plan

According to the proposed investment plans for 2014 prepared by all subsidiaries of the Company, after optimization and balancing, it is proposed by the Company that the amount of investment for 2014 shall be RMB800 million, primarily for the purposes of the construction of production base, purchases of large construction equipment and establishment of information technology.

3. Financial budget

According to the proposed financial budget, it is proposed that the administrative expenses, the selling and marketing expenses, the finance expenses and the labour costs should be not more than RMB1.8 billion, RMB124 million, RMB250 million and RMB5.333 billion, respectively.

IX AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2013

An ordinary resolution will be proposed at the AGM to consider and approve the Company’s audited financial statements for 2013, the text of which is set out in the Company’s annual report for the year 2013 despatched on 18 March 2014.

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LETTER FROM THE BOARD

X PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DOMESTIC SHARES AND/OR H SHARES

At the Company’s extraordinary shareholders’ meetings held on 17 December 2012, the Shareholders have granted a general mandate to the Board to issue such number of Domestic Shares and/or H Shares which are less than 20% of the Domestic Shares in issue or H Shares in issue (as the case may be). The above general mandate, if not exercised before the AGM, shall lapse upon the conclusion of the AGM.

To ensure flexibility and discretion to the Board to issue new Shares, the Company proposes to grant the General Mandate to the Board by way of a special resolution to be passed by the Shareholders at the AGM to separately or jointly allot, issue or deal with Domestic Shares and/or H Shares not exceeding 20% of the respective numbers of the Domestic Shares or H Shares of the Company, respectively, in issue on the date of passing this special resolution. As at the Latest Practicable Date, the issued share capital of the Company was comprised of 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the passing of the resolution related to the grant of the General Mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 593,440,000 Domestic Shares and 292,160,000 H Shares in accordance with the General Mandate. The General Mandate shall be effective from the time this special resolution is passed until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held; (iii) the revocation or variation of the authority given under the above-mentioned resolution by a special resolution of the Shareholders in a general meeting; or (iv) the expiration of a period of 12 months after the above-mentioned special resolution has been passed at the AGM.

Any exercise of the power by the Board under the General Mandate shall comply with relevant requirements of the Hong Kong Listing Rules, the Articles and relevant laws and regulations of the PRC. The Board currently has no plan to issue new Shares pursuant to the General Mandate.

XI PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any Domestic Shares and/or H Shares, approval is proposed to be sought from the Shareholders for the grant of the Repurchase Mandate to the Board. In accordance with the regulatory requirements described in the Hong Kong Listing Rules, the Board shall give notices to convene the AGM, Domestic Share Class Meeting and the H Share Class Meeting. At each of these meetings, a special resolution will be proposed to authorize the Board to repurchase Domestic Shares and/or H Shares subject to the following conditions:

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

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LETTER FROM THE BOARD

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

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

• (i) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM, the H Share Class Meeting and the Domestic Share Class Meeting;

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

• (iii) the approval or filing of the SAFE, CRSC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate.

• (d) for the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution 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 by the Articles or other applicable laws to be held;

• (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting, by a special resolution of H Shareholders at the H Share Class Meeting or by a special resolution of Domestic Shareholders at the Domestic Share Class Meeting; or

• (iv) the expiration of a period of 12 months after the above-mentioned special resolutions have been passed at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting.

• (e) the Board is hereby authorized to:

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

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

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LETTER FROM THE BOARD

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

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

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

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

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

XII RECOMMENDATION

The Directors (including all independent non-executive Directors) consider that the resolutions in relation to (i) the report of the Board for the year 2013; (ii) the report of the Supervisory Committee for the year 2013; (iii) the proposed appointment of a Director; (iv) the proposed final dividend distribution plan for the year 2013; (v) the proposed authorization to the Board to determine the interim profit distribution plan of the Company for the year 2014; (vi) the proposed re-appointment of domestic auditor and international auditor of the Company for the year 2014 and authorization to the Board to fix their remuneration for the year 2014; (vii) the proposed business operation plan, investment plan and financial budget for the year 2014; (viii) the audited financial statements for the year 2013; (ix) the proposed grant of the General Mandate to the Board to issue Domestic Shares and/or H Shares; and (x) the proposed grant of general mandate to the Board to repurchase Domestic Shares and/or H Shares 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, Domestic Share Class Meeting and the H Share Class Meeting as set out in the AGM Notice, the Domestic Share Class Meeting Notice and the H Share Class Meeting Notice, respectively.

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

Secretary to the Board and Company Secretary

Beijing, PRC 18 March 2014

— 13 —

NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [43 x 44] 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)

NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2013

NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2013 (the “ AGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC on Thursday, 8 May 2014 at 9 a.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company’s circular (the “ Circular ”) dated 18 March 2014.

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

By way of ordinary resolutions:

• (1) to consider and approve the report of the Board for the year 2013;

• (2) to consider and approve the report of the Supervisory Committee for the year 2013;

• (3) to consider and approve the proposed appointment of a Director;

• (4) to consider and approve the proposed final dividend distribution plan for the year 2013;

• (5) to authorize the Board to determine the interim profit distribution plan of the Company for the year 2014;

• (6) to consider and approve the proposed re-appointment of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year 2014;

• (7) to consider and approve the proposed business operation plan, investment plan and financial budget for the year 2014; and

• For identification purposes only.

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NOTICE OF THE ANNUAL GENERAL MEETING

• (8) to consider and approve the audited financial statements for the year 2013.

By way of special resolution:

• (1) to consider and approve the proposed grant of the general mandate to the Board to issue Domestic Shares and/or H Shares; and

• (2) to consider and approve the proposed grant of 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.hkex.com.hk) and the website of the Company (www.segroup.cn).

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

Beijing, PRC 18 March 2014

As at the date of this notice, the executive director 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 Chung, Stephen, Jin Yong and Ye Zheng.

Notes:

ATTENDEE OF THE AGM

1. Eligibility for attending the AGM

For the purpose of ascertaining Shareholders who are entitled to attend and vote at the AGM, the H Share register of members of the Company will be closed from Tuesday, 8 April 2014 to Thursday, 8 May 2014 (both days inclusive). Holders of H Shares who wish to attend the AGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on 7 April 2014 for registration.

1. Proxy

2. (a) A member eligible to attend and vote at the AGM is entitled to appoint, in written form, one or more proxies to attend and vote on its behalf. A proxy need not be a shareholder of the Company.

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NOTICE OF THE ANNUAL GENERAL MEETING

• (b) A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorizing that attorney to sign or the authorization document(s) must be notarized.

• (c) To be valid, the power of attorney or other authorization document(s) which have been notarized together with the completed form of proxy must be delivered to the place of business of the Company. In the case of holders of Domestic Shares, the address is Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC (or via fax no.: (+86)10 6499 8599), and in the case of holders of H Shares, the address is Computershare Hong Kong Investor Services Ltd., 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time designated for holding of the AGM.

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

3. Registration procedures for attending the AGM

• (a) A Shareholder or his proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorized by the board of directors or other governing body of such Shareholder, he/she 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.

• (b) Holders of H Shares and Domestic Shares intending to attend the AGM should return the reply slip for attending the AGM to the Company on or before Thursday, 17 April 2014.

• (c) Shareholder may send the above reply slip to the Company in person, by post or by fax.

• (d) Closure of Register of Members. The H Share register of members of the Company will be closed from Tuesday, 8 April 2014 to Thursday, 8 May 2013 (both days inclusive).

• Miscellaneous

• (a) The AGM will not last for more than one working day. Shareholders who attend shall bear their own travelling and accommodation expenses.

• (b) For the purpose of ascertaining Shareholders who qualify for the Final Dividend, the H Share register of members of the Company will be closed from Thursday, 15 May 2014 to Tuesday, 20 May 2014 (both days inclusive). In order to qualify for the Final Dividend, holders of H shares shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Wednesday, 14 May 2014 for registration.

• (c) The address of the Share Registrar of H Shares of the Company: Computershare Hong Kong Investor Services Ltd. is at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (d) The place of business of the Company is at:

Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC Post Code: 100101 Telephone No.: (+86) 10 6499 8114 Facsimile No.: (+86) 10 6499 8599

— 16 —

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

==> picture [43 x 44] 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)

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that a class meeting for holders of Domestic Shares (the “ Domestic Share Class Meeting ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC immediately after the annual general meeting of the Company (the “ AGM ”) to be convened and held on the same date and at the same place on Thursday, 8 May 2014 for the following purpose of considering and if thought fit, passing the following resolution:

Special Resolution

To authorize the board (the “ Board ”) of directors (the “ Directors ”) of the Company to repurchase domestic shares (the “ Domestic Shares ”) and/or the H shares (the “ H Shares ”) of the Company 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 the H Shares in issue of the Company, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) or of any other governmental or regulatory body and is approved;

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

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

  • (i) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting;

• For identification purposes only.

— 17 —

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

• (ii) compliance with the relevant requirements of the Company Law of the PRC and the regulations of 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 or filing of the SAFE, CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate.

• (d) for the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution 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 by the articles of association of the Company or other applicable laws to be held;

• (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting, by a special resolution of Domestic Shareholders at the Domestic Share Class Meeting or by a special resolution of H Shareholders at the H Share Class Meeting; or

• (iv) the expiration of a period of 12 months after the above-mentioned special resolutions have been passed at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting.

• (e) the Board be hereby authorized to:

• (i) formulate and implement specific repurchase plans, including but not limited to (among other things) the repurchase price, amount of repurchases, decisions on the repurchase timing and repurchase period;

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

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

• (iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the China Securities Regulatory Commission;

— 18 —

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

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

• (vi) sign and execute other documents and issues relevant to repurchases of Shares.

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

Beijing, PRC 18 March 2014

As at the date of this notice, the executive director 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 Chung, Stephen, Jin Yong and Ye Zheng.

Notes:

1. The register of members of the Company will be closed from 8 April 2014 to 8 May 2014, both dates inclusive, during which period no share transfers will be effected. In order to qualify for attending and voting at the Domestic Share Class Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company (address: Block B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC) no later than 4:30 p.m. on 7 April 2014 by Domestic Shareholders or by fax to (+86) 10 6499 8599.

2. Holders of Domestic Shares entitled to attend and vote at the Domestic Share Class Meeting may appoint one or more proxies to attend and to vote on their behalves. A proxy need not be a member of the Company.

3. In order to be valid, the proxy form must be deposited by hand or by post, for holders of Domestic Shares of the Company, to the Company (address: Block B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC, or by fax to (+86) 10 6499 8599), not less than 24 hours before the time for holding the meeting or not less than 24 hours before the time appointed for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.

4. Shareholders or their proxies shall present their identity documents when attending the meeting.

5. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which is related purely to a procedural or administrative matter to be voted by a show of hands. On a poll, every shareholder present in person or by proxy shall have one vote for each share registered in his/her name in the register of members. A shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

— 19 —

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

1. Shareholders who intend to attend the Domestic Share Class Meeting should complete and return the reply slip and return it by hand or by post to the Company (address: Block B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC) or by fax to (+86) 10 6499 8599 on or before 17 April 2014.

2. The Domestic Share Class Meeting is expected to take immediately after the AGM. Shareholders attending the Domestic Share Class Meeting shall be responsible for their own travel and accommodation expenses.

— 20 —

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

==> picture [43 x 44] 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)

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that a class meeting for holders of H Shares (the “ H Share Class Meeting ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC immediately after the annual general meeting of the Company (the “ AGM ”) and the Domestic Share Class Meeting to be convened and held on the same date and at the same place) on Thursday, 8 May 2014 for the following purpose of considering and if thought fit, passing the following resolution:

Special Resolution

To authorize the board (the “ Board ”) of directors (the “ Directors ”) of the Company to repurchase domestic shares (the “ Domestic Shares ”) and/or H Shares (the “ H Shares ”) of the Company 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 of the Company on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body and is approved;

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

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

  • (i) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM, the H Share Class Meeting and the Domestic Share Class Meeting;

• For identification purposes only.

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NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

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

• (iii) the approval or filing of the SAFE, CSRS and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate.

• (d) for the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution 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 by the articles of association of the Company or other applicable laws to be held;

• (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting, by a special resolution of H Shareholders at the H Share Class Meeting or by a special resolution of Domestic Shareholders at the Domestic Share Class Meeting; or

• (iv) the expiration of a period of 12 months after the above-mentioned special resolutions have been passed at the AGM and the Domestic Share Class Meeting and the H Share Class Meeting.

• (e) the Board be hereby authorized to:

• (i) formulate and implement specific repurchase plans, including but not limited to (among other things) the repurchase price, amount of repurchases, decisions on the repurchase timing and repurchase period;

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

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

• (iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the China Securities Regulatory Commission;

— 22 —

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

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

• (vi) sign and execute other documents and issues relevant to repurchases of Shares.

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

Beijing, PRC 18 March 2014

As at the date of this notice, the executive director 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 Chung, Stephen, Jin Yong and Ye Zheng.

Notes:

1. The register of members of the Company will be closed from 8 April 2014 to 8 May 2014, both dates inclusive, during which period no share transfers will be effected. In order to qualify for attending and voting at the H Share Class Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Ltd. (address: Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) no later than 4:30 p.m. on 7 April 2014.

2. Holders of H Shares entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and to vote on their behalves. A proxy need not be a member of the Company.

3. In order to be valid, the proxy form must be deposited by hand or by post, for holders of H Shares of the Company, to Computershare Hong Kong Investor Services Ltd., 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time for holding the meeting or not less than 24 hours before the time appointed for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.

4. Shareholders or their proxies shall present their identity documents when attending the meeting.

5. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which is related purely to a procedural or administrative matter to be voted by a show of hands. On a poll, every shareholder present in person or by proxy shall have one vote for each share registered in his/her name in the register of members. A shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

— 23 —

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

1. Shareholders who intend to attend the H Share Class Meeting should complete and return the reply slip and return it by hand or by post to the H Share registrar of the Company on or before 17 April 2014.

2. The H Share Class Meeting is expected to take immediately after the AGM and the Domestic Share Class Meeting. Shareholders attending the H Share Class Meeting shall be responsible for their own travel and accommodation expenses.

— 24 —

APPENDIX I BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTOR

Biography of Mr. LI Guoqing, a nominated director for SINOPEC Engineering (Group) Co., Ltd.

Mr. LI Guoqing (李國清), aged 56, is a senior engineer at the professor level with an education background at the university level. Mr. LI worked at the instrument and electricity office of China Petrochemical Corporation Luoyang Petrochemical Engineering Corporation (中國石油化工總公司洛 陽石油化工工程公司) from February 1982 to September 1997. He worked as the director of the Project Management Division of Sinopec Group LPEC (中國石化集團洛陽工程公司) from September 1997 to December 2001. Mr. LI served as the deputy manager of Sinopec Group LPEC from December 2001 to January 2003. Mr. LI was the director of the designing management division of the engineering and construction department of Sinopec Group from January 2003 to April 2005. He served as deputy director general of the engineering and construction administration department of Sinopec Group from April 2005 to June 2007 and deputy director general of the engineering department of China Petroleum & Chemical Corporation (中國石油化工股份有限公司) from June 2007 to June 2012. Mr. LI was the executive director and general manager of Sinopec Engineering Incorporation (中國石化工程建設有限公司) from June 2012 to November 2013. Mr. LI worked as the vice president of the Company from August 2012 to December 2013. Mr. LI has been the director of the engineering department of China Petroleum & Chemical Corporation (中國石油化工股份有限公 司) since November 2013.

— 25 —

EXPLANATORY STATEMENT

APPENDIX II

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 Directors.

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 however 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 summarized below. The Company is empowered by the Articles to repurchase its own securities.

REGISTERED CAPITAL

As at the Latest Practicable Date, the registered capital of the Company was RMB4,428,000,000, comprising 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Domestic Shares and/or H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM, Domestic Share Class Meeting and the H Share Class Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 296,720,000 Domestic Shares and/or 146,080,000 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. An 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 repurchases will benefit the Company and the Shareholders.

FUNDING OF 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, the Hong Kong Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company.

— 26 —

EXPLANATORY STATEMENT

APPENDIX II

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 31 December 2013 as disclosed in the Company’s latest published audited accounts contained in the annual report for the year ended 31 December 2013. However, the Directors do not intend to make any repurchases 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 the relevant time having considered to the circumstances then prevailing, in the best interests of the Company and the Shareholders as a whole.

STATUS OF REPURCHASED DOMESTIC SHARES AND H SHARES

The Hong Kong Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates of such repurchased H Shares shall be cancelled and destroyed. Under the PRC laws, the Domestic Shares repurchased by the Company will also be cancelled. The Company’s registered capital will be reduced by an amount equivalent to the aggregate nominal value of the Domestic Shares and/or H Shares so cancelled.

H SHARE PRICES

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

	H Shares
Month	Highest	Lowest
	(HK$)	(HK$)
2013
May	10.160	9.880
June	10.460	9.820
July	10.380	9.980
August	10.200	9.870
September	9.660	8.980
October	11.340	9.410
November	12.360	11.240
December	11.620	11.080
2014
January	11.520	9.730
February	10.800	9.440
March 1 to the Latest Practicable Date	10.140	9.300

— 27 —

EXPLANATORY STATEMENT

APPENDIX II

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Hong Kong Listing Rules, the Articles and the applicable laws, rules and regulations of the PRC.

DISCLOSURE OF INTERESTS

None of the Directors or their associates, to the best of their knowledge, having made all reasonable enquiries, have any present intention to sell to the Company any of the Domestic Shares and/or H Shares in the Company if the Repurchase Mandate is approved at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting.

No connected person, as defined in the Hong Kong Listing Rules, has notified the Company that he or 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 exercised.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities 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.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Sinopec Group, through its wholly-owned subsidiary, SAMC, was the controlling shareholder (as defined under the Hong Kong Listing Rules) of the Company and held 2,967,200,000 Domestic Shares (representing approximately 100% of the total issued Domestic Shares of the Company), representing approximately 67.01% of the registered capital of the Company. On the basis that 4,428,000,000 Shares was in issue as at the Latest Practicable Date and assuming that no other Shares will be issued or repurchased by the Company on or prior to the date of the AGM, the Domestic Share Class Meeting and the H Share Class Meeting, the percentage shareholdings of Sinopec Group before and after such repurchase would be as follows:

		After
		repurchases of	After
	Before	Domestic Shares	repurchases of
	repurchases of	(but without	H Shares (but
	Domestic	taking into	without taking	After
	Shares and/or	account	into account	repurchases of
	H Shares	repurchases of	repurchases of	Domestic Shares
	pursuant	H Shares)	Domestic Shares)	and H Shares
	to the	pursuant to the	pursuant to the	pursuant to the
	Repurchase	Repurchase	Repurchase	Repurchase
Substantial Shareholder	Mandate	Mandate	Mandate	Mandate
Sinopec Group	67.01%	64.64%	69.30%	67.01%

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EXPLANATORY STATEMENT

APPENDIX II

On the basis of the shareholdings held by Sinopec Group above, the exercise of the Repurchase Mandate in full will not have any implications for Sinopec Group under the Takeovers Code. Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will not result in less than the relevant prescribed minimum percentage of the Shares being held by the public as required by the Hong Kong Stock Exchange.

The Directors are not aware of any consequences which will arise under either or both of the Takeovers Code and any similar applicable law as a result of any repurchases to be made under the Repurchase Mandate. Moreover, 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.

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased 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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