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Sinopec Engineering Group Co Ltd. Share Issue/Capital Change 2025

Mar 16, 2025

14896_rns_2025-03-16_b6b5113b-f4a0-4413-bd62-6199b8c19539.pdf

Share Issue/Capital Change

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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 ON NOTIFYING CREDITORS FOR REDUCTION OF THE REGISTERED CAPITAL

References are made to the circulars of SINOPEC Engineering (Group) Co., Ltd. (the "Company") dated 19 March 2023 and 17 March 2024, respectively (the "Circulars"). Unless otherwise stated, terms used herein shall have the same meanings as in the Circulars.

On 26 May 2023, the Company held the annual general meeting for the year 2022, the first class meeting for Domestic Shareholders for the year 2023 and the first class meeting for H Shareholders for the year 2023, on which the Board was granted a general mandate to repurchase H Shares of the Company, at the discretion of the Board to repurchase no more than 10% of the total nominal value of H Shares in issue at the date of passing of the relevant resolution of the Company (i.e. 146,080,000 H Shares).

On 10 May 2024, the Company held the annual general meeting for the year 2023, the first class meeting for Domestic Shareholders for the year 2024 and the first class meeting for H Shareholders for the year 2024, on which the Board was granted a general mandate to repurchase H Shares of the Company, at the discretion of the Board to repurchase no more than 10% of the total nominal value of H Shares in issue at the date of passing of the relevant resolution of the Company (i.e. 145,134,350 H Shares).

Under the aforesaid general mandate, the Company repurchased a total of 20,662,500 H Shares from 18 December 2023 to 27 September 2024 and cancelled the aforesaid repurchased shares on 13 May 2024, 30 August 2024 and 30 December 2024, respectively. After the cancellation, the number of issued shares of the Company decreased from 4,418,543,500 shares to 4,397,881,000 shares, including 1,430,681,000 H Shares and 2,967,200,000 Domestic Shares. Pursuant to the above changes, the Company shall accordingly reduce its registered capital from RMB4,418,543,500 to RMB4,397,881,000.


In accordance with relevant provisions of the Article 224 of the PRC Company Law and Article 25 of the Articles of Association, the Company shall notify its creditors within 10 days from the date of the Company's resolution for the reduction of registered capital and shall publish an announcement in a newspaper or the National Enterprise Credit Information Publicity System within 30 days from the date of such resolution. A creditor has the right, within 30 days upon receiving the notice from the Company or, in the case of a creditor who has not received such notice, within 45 days from the date of the announcement, to require the Company to repay its indebtedness or provide corresponding guarantee for such indebtedness. Accordingly, the Company sets out the following announcement:

The Company repurchased a total of 20,662,500 H Shares from 18 December 2023 to 27 September 2024 and cancelled the aforesaid repurchased shares on 13 May 2024, 30 August 2024 and 30 December 2024, respectively. The Company shall accordingly reduce its registered capital from RMB4,418,543,500 to RMB4,397,881,000. The Company makes this announcement for the purpose of preserving the rights and privileges of the creditors of the Company. A creditor has the right, within 30 days upon receiving the notice from the Company or, in the case of a creditor who has not received such notice, within 45 days from the date of this announcement, to require the Company to repay its indebtedness or provide corresponding guarantee for such indebtedness together with the valid documents of such indebtedness and proper identification. If the creditor fails to make such requirement on time, the validity of the creditor's rights shall not be affected and the Company shall continue to perform relevant debts in accordance with the provisions of relevant documents between the creditor and the Company. The Company will then continue the reduction of the registered capital according to the statutory procedures.

By Order of the Board

SINOPEC ENGINEERING (GROUP) CO., LTD.

YIN Fengbing

Chief Financial Officer & Secretary to the Board

Beijing, the PRC

16 March 2025

As at the date of this announcement, directors of the Company are JIANG Dejun#, ZHANG Xinming#, XIANG Wenwu, LI Chengfeng, YU Renming, DUAN Xue, YE Zheng, ZHAO Jinsong and XIE Yanli#.

Executive Directors

  • Non-executive Directors
  • Independent Non-executive Directors

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

  • For identification purposes only