Sinopec Engineering Group Co Ltd. — Regulatory Filings 2014

Mar 18, 2014

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

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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)

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 class meeting for holders of Domestic Share (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:

• For identification purposes only.

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• (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 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 (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 of the Company in a general meeting, by a special resolution of holders of H Shares at the H Share Class Meeting or by a special resolution of holders of Domestic Shares 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;

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• (v) complete the procedure for the cancellation of the repurchased shares of the Company (the “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.

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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.

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