Sinopec Engineering Group Co Ltd. — Declaration of Voting Results & Voting Rights Announcements 2017

Dec 20, 2017

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 [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)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2017

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 2017 (the “ EGM ”) at the V-Continent Beijing Parkview Wuzhou Hotel, 8 Beisihuan Zhong Lu, Chaoyang District, Beijing, the PRC at 9:00 a.m. on Wednesday, 20 December 2017. 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 2017 and Closure of Register of Members for H Shares dated 3 November 2017 were duly passed. In this announcement, unless the context otherwise requires, the capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 3 November 2017 (the “ Circular ”).

As at the shareholding record date of the EGM (20 November 2017), 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.

— 1 —

The Shareholders and authorised proxies who actually attended the EGM held an aggregate of 3,919,858,069 Shares carrying valid voting rights, representing approximately 88.52% of the total number of 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. There were no Shares entitling the holders of which 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 that are required under Rule 13.39(5)(c) of the Hong Kong Listing Rules to abstain from voting. 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. LING Yiqun. 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.

By way of special resolutions:

1. to consider and approve the proposed adoption of H Share Appreciation Rights Scheme and the proposed Initial Grant.

		Representing	For	Against	Abstain	Approval
		Shares	(Shares)	(Shares)	(Shares)	(%)
Voting	results	3,919,858,069	3,611,446,561	308,411,508	0	92.132075

1. to consider and approve the authorisation to the Board to deal with matters relating to the H Share Appreciation Rights Scheme.

		Representing	For	Against	Abstain	Approval
		Shares	(Shares)	(Shares)	(Shares)	(%)
Voting	results	3,919,858,069	3,610,646,061	308,411,508	800,500	92,111653

1. to consider and approve the proposed amendments to the Articles, and to approve the authorisation to Mr. SANG Jinghua, Vice President and the

— 2 —

secretary to the Board, to, on behalf of the Company, deal with all procedural requirements such as applications, approvals, registration and filings in relation to the proposed amendments to the Articles (including the amendments to wording as requested by relevant regulatory authorities).

Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,913,740,906 3,434,521,112 472,613,794 6,606,000 87.755454

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

Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,913,740,906 3,434,521,112 472,613,794 6,606,000 87.755454

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][1] .

Note:

1. 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, Secretary to the Board

Beijing, PRC 20 December 2017

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

This announcement is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and on the website of the Company (www.segroup.cn).

• For identification purposes only.

— 3 —