Sinopec Engineering Group Co Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021

Oct 26, 2021

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 THE YEAR 2021

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 2021 (the “ EGM ”) at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on Tuesday, 26 October 2021. 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 2021 and Closure of Register of Members for H Shares dated 7 September 2021 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 15 September 2021 (the “ Circular ”).

As at the shareholding record date of the EGM (23 September 2021), 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 Shareholders and authorised proxies who actually attended the EGM held an aggregate of 4,016,797,906 Shares carrying valid voting rights, representing approximately 90.713593% of the total number of Shares carrying valid voting rights.

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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. 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 Listing Rules, Sinopec Group and its associates were required to abstain and did abstain from voting in respect of the resolutions numbered 1 and 2 proposed at the EGM below. Besides, there were no Shares entitling the holders of which to attend and abstain from voting in favour of the resolution at the EGM pursuant to Rule 13.40 of the Hong Kong Listing Rules. There were no Shareholders who were required to abstain from voting under the Hong Kong Listing Rules.

The EGM was convened by the Board and chaired by Mdm. SUN Lili, the Chairwoman. 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 of Association (H Shares) of SINOPEC Engineering (Group) Co., Ltd. (“ 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 ordinary resolutions:

1. to consider and approve the proposal on the terms under the Financial Services Framework Agreement, the continuing connected transactions thereunder and the proposed annual caps in respect thereof for each of the years ending 31 December 2022, 2023 and 2024, respectively, and to authorise Mdm. SUN Lili, the Chairwoman, to sign relevant documents on behalf of the Company, and do such things and take such actions as she deems necessary or desirable in accordance with the resolutions of the Board dated 20 August 2021, so as to effect this resolution and make any changes as she deems necessary, desirable or expedient.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	1,049,597,906	695,204,945	354,392,961	0	66.235359

2

1. to consider and approve the proposal on the terms under the Engineering and Construction Services Framework Agreement, the continuing connected transactions thereunder and the proposed annual caps in respect thereof for each of the years ending 31 December 2022, 2023 and 2024, respectively, and to authorise Mdm. SUN Lili, the Chairwoman, to sign relevant documents on behalf of the Company, and do such things and take such actions as she deems necessary or desirable in accordance with the resolutions of the Board dated 20 August 2021, so as to effect this resolution and make any changes as she deems necessary, desirable or expedient.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	1,049,597,906	1,049,596,906	1,000	0	99.999905

1. to consider and approve the proposed appointment of Mdm. SUN Lili as an executive Director of the Fourth Session of the Board.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,799,236,919	217,560,987	0	94.583721

1. to consider and approve the proposed appointment of Mr. XIANG Wenwu as an executive Director of the Fourth Session of the Board.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,961,580,014	55,217,892	0	98.625326

1. to consider and approve the proposed appointment of Mr. WANG Zizong as a non-executive Director of the Fourth Session of the Board.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,960,694,221	56,103,685	0	98.603273
to consider and approve the		proposed appointment of Mr.		LI Chengfeng as a
non-executive Director of the Fourth Session of the Board.
	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,960,694,221	56,103,685	0	98.603273

1. to consider and approve the proposed appointment of Mr. LI Chengfeng as a non-executive Director of the Fourth Session of the Board.

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1. to consider and approve the proposed appointment of Mr. WU Wenxin as a non-executive Director of the Fourth Session of the Board.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,896,572,044	120,225,862	0	97.006923

1. to consider and approve the proposed appointment of Mr. JIANG Dejun as an executive Director of the Fourth Session of the Board.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,978,984,885	37,813,021	0	99.058628

1. to consider and approve the proposed appointment of Mr. HUI Chiu Chung, Stephen, as an independent non-executive Director of the Fourth Session of the Board.

Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 4,016,797,906 3,364,644,726 652,153,180 0 83.764352

1. to consider and approve the proposed appointment of Mr. YE Zheng, as an independent non-executive Director of the Fourth Session of the Board.

Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 4,016,797,906 3,897,499,551 119,298,355 0 97.030014

1. to consider and approve the proposed appointment of Mr. JIN Yong, as an independent non-executive Director of the Fourth Session of the Board.

Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 4,016,797,906 3,181,172,128 835,625,778 0 79.196718

1. to consider and approve the proposed appointment of Mr. ZHU Fei as a Supervisor of the Fourth Session of the Supervisory Committee.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,990,742,252	23,657,500	2,398,154	99.351333

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1. to consider and approve the proposed appointment of Mr. ZHANG Xinming as a Supervisor of the Fourth Session of the Supervisory Committee.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,830,783,986	183,615,766	2,398,154	95.369099

1. to consider and approve the proposed appointment of Mr. ZHOU Yingguan as a Supervisor of the Fourth Session of the Supervisory Committee.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,830,783,986	183,615,766	2,398,154	95.369099

1. to consider and approve the proposed appointment of Mr. ZHOU Chengping as a Supervisor of the Fourth Session of the Supervisory Committee.

	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	3,830,783,986	183,615,766	2,398,154	95.369099

By way of special resolution:

1. to consider and approve the proposed amendments to the Articles, and the authorization to Mdm. SUN Lili, the Chairwoman, 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	4,016,797,906	3,335,059,766	681,738,140	0	83.027821

1. to consider and approve the proposal to amend the Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd..

Co., Ltd..
	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	4,016,796,906	1,000	0	99.999975

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1. to consider and approve the proposal to amend the Rules and Procedures for the Meetings of Supervisory Committee of SINOPEC Engineering (Group) Co., Ltd..

Co., Ltd..
	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	4,016,796,906	1,000	0	99.999975
to consider and approve the		proposal to amend the Rules		of Audit	Committee
of SINOPEC Engineering (Group) Co., Ltd.
	Representing	For	Against	Abstain	Approval
	Shares	(Shares)	(Shares)	(Shares)	(%)
Voting results	4,016,797,906	4,016,796,906	1,000	0	99.999975

1. to consider and approve the proposal to amend the Rules of Audit Committee of SINOPEC Engineering (Group) Co., Ltd.

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 of the Company.

By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. Jia Yiqun

Chief Financial Officer, Secretary to the Board, Company Secretary

Beijing, the PRC 26 October 2021

As at the date of this announcement, directors of the Company are: SUN Lili[#] , XIANG Wenwu[#] , WANG Zizong[] , LI Chengfeng[] , WU Wenxin[*] , JIANG Dejun[#] , HUI Chiu Chung, Stephen[+] , JIN Yong[+] and YE Zheng[+] .

• # Executive Directors

• Non-executive Director

• + Independent non-executive Directors

• For identification purposes only

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).

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