Sinopec Engineering Group Co Ltd. — Declaration of Voting Results & Voting Rights Announcements 2015

Mar 10, 2015

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 RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY GENERAL MEETING FOR YEAR 2015

Important Notice:

• There was no objection against or amendment to any of the proposed resolutions at the EGM (as defined below).

• There was no supplementary resolution before the convening of the EGM (as defined below).

• I. Convening and attendance of the meeting

SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) held its second extraordinary general meeting for the year 2015 (the “ EGM ”) at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, PRC at 9:00 a.m. on Tuesday, 10 March 2015. The board of directors of the Company (the “ Board ”) is pleased to announce that the proposed resolutions set out in the Notice of the Second Extraordinary General Meeting for the Year 2015 and Closure of Register of Members for H Shares dated 23 January 2015 were duly passed. In this announcement, unless the context otherwise requires, the capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 23 January 2015 (the “ Circular ”).

As at the shareholding record date of the EGM (7 February 2015), the total number of issued Shares entitling the holders to attend and vote for, against or abstain from voting on the resolutions at the EGM was 4,428,000,000 Shares. The number of Shareholders and authorised proxies who actually attended the

• For identification purposes only.

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EGM was 4[note][1] , holding an aggregate of 3,618,334,673 Shares carrying valid voting rights, representing 81.714875% of the total number of Shares carrying valid voting rights, among which the number of holders of Domestic Shares and authorised proxies was 2[note][1] , holding an aggregate of 2,967,200,000 Domestic Shares, representing 100.000000% of total number of Domestic Shares carrying valid voting rights, while the number of holders of H Shares and authorised proxies was 2[note1] , holding an aggregate of 651,134,673 H Shares, representing 44.573841% of total number of H Shares carrying valid voting rights.

As at the date of the EGM, the total number of issued Shares entitling the Shareholders to vote for, against or abstain from voting on the resolutions was 4,428,000,000 Shares and Sinopec Group, the controlling shareholder of the Company, and its associates were interested in an aggregate of 2,967,200,000 Domestic Shares, comprising 67.01% of the issued Shares. As required under the Hong Kong Listing Rules, Sinopec Group and its associates were required to abstain and did abstain from voting in respect of the resolution numbered 1 proposed at the EGM below. Accordingly, the total number of issued Shares entitling the holders to vote for, against or abstain from voting on the resolution numbered 1 proposed at the EGM was 1,460,800,000 Shares. As Sinopec Group and its associates were not required to abstain from voting in respect of the resolution numbered 2 proposed at the EGM below, the total number of issued Shares entitling the holders to vote for, against or abstain from voting on the resolution numbered 2 proposed at the EGM was 4,428,000,000 Shares.

There were no Shares entitling the holders to attend and abstain from voting in favour of any of the resolutions at the EGM pursuant to Rule 13.40 of the Hong Kong Listing Rules. There were no Shareholders who had stated their intention in the Circular to vote against or to abstain from voting in respect of any of the resolutions at the EGM.

The EGM was convened by the Board and chaired by the Chairman of the Board, Mr. ZHANG Jianhua. Some members of the Board, the Supervisory Committee and the senior management of the Company were present at the EGM. The convening of and the procedures for holding the EGM and the voting procedures at the EGM were in compliance with the requirements of the Company Law of the People’s Republic of China and the Articles.

II. Consideration of the resolution:

The following resolutions were considered and approved, respectively, at the EGM by way of poll.

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By way of ordinary resolution:

1. To consider and approve the proposed provision of the Counter Guarantee in respect of Project RAPID in Malaysia in favour of Sinopec Group, the controlling shareholder of the Company, which would constitute a connected transaction and a major transaction, and to approve the authorisation of Mr. YAN Shaochun, the executive Director and President, to sign relevant documents on behalf of the Company and take and adopt measures and steps as he deems necessary or appropriate according to the Board resolutions, in order to effect this resolution and make any amendment to it as he deems necessary, appropriate or desirable; and

Representing Against Abstain Shares For (Shares) (Shares) (Shares) Approval (%) Voting results 651,134,673 650,890,673 244,000 0 99.962527

By way of special resolution:

1. To consider and approve the amendments to the Articles, and approve the authorisation of Mr. SANG Jinghua, Vice President, the secretary to the Board and the Company secretary, to, on behalf of the Company, deal with all procedural requirements such as applications, approvals, registration and filings in relation to the Proposed Articles Amendments (including the amendments to wording as requested by relevant regulatory authorities).

Representing Against Abstain Shares For (Shares) (Shares) (Shares) Approval (%) Voting results 3,618,334,673 3,618,334,673 0 0 100.000000

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

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Notes:

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

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

Vice President and Secretary to the Board

Beijing, PRC 11 March 2015

As at the date of this announcement, the executive Directors are LU Dong, YAN Shaochun, SUN Lili (employee representative Director) and WU Derong (employee representative Director); the non-executive Directors are ZHANG Jianhua and LI Guoqing; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

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