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

Mar 16, 2025

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.

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)

INSIDE INFORMATION

PROPOSED IMPLEMENTATION OF H SHARES FULL

CIRCULATION BY THE COMPANY

This announcement is made by SINOPEC Engineering (Group) Co., Ltd. (the "Company") pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "Inside Information Provisions") and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (the "Hong Kong Listing Rules").

Reference is made to "Guidelines on Application for 'Full Circulation' of Domestic Unlisted Shares of H-share Companies" (《H股公司境內未上市股份申請「全流通」業務指引》) issued by the China Securities Regulatory Commission (the "CSRC") on 10 August 2023 (the "Guidelines").

The board of directors of the Company (the "Board") hereby announces that it has received a notice from China National Petroleum Corporation ("CNPC"), a shareholder of the Company, that, CNPC proposes to convert all of its 219,980,000 domestic unlisted shares of the Company (the "Domestic Shares") into H shares of the Company (the "H Shares"). Upon obtaining all relevant approvals and filings (including filings with the CSRC and approval from the Hong Kong Stock Exchange) and complying with all applicable laws, rules and regulations, the relevant Domestic Shares will be converted into H Shares and the Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board of the Hong Kong Stock Exchange (the "H Shares Full Circulation"). According to the Articles of Association of SINOPEC Engineering (Group) Co., Ltd. (H Shares), the H Shares Full Circulation shall be approved by a special resolution at a general meeting of the Company.

• for identification purposes only

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Details of the H Shares Full Circulation plan are as follows:

1. Scope of shares that can be converted into H Shares upon application

As at the date of this announcement, the total number of the issued shares of the Company (the "Shares") is 4,397,881,000 Shares, including 2,967,200,000 Domestic Shares and 1,430,681,000 H Shares. All of the 219,980,000 Domestic Shares held by CNPC (representing approximately 5.00% of the total issued Shares and approximately 7.41% of the Domestic Shares) can be converted into H Shares upon application, subject to relevant laws, regulations and the securities regulatory rules of the place where such Shares are listed.

Assuming that there is no change in the shareholding structure of the Company from the date of this announcement to immediately before the completion of the H Shares Full Circulation, the shareholding structure of the Company before and after the completion of the H Shares Full Circulation is set out as follows:

Class of Shares	Before the completion of the H Shares Full Circulation		After the completion of the H Shares Full Circulation
	Number of Shares	Approximate percentage (%)	Number of Shares	Approximate percentage (%)
Domestic Shares	2,967,200,000	67.47	2,747,220,000	62.47
H Shares	1,430,681,000	32.53	1,650,661,000	37.53
Total	4,397,881,000	100.0	4,397,881,000	100.0

If there is a change in the total number of issued Shares of the Company due to bonus issue, conversion of capital reserve into share capital or other events before the completion of the shares conversion under the H Shares Full Circulation, the number of Domestic Shares proposed to be converted under the H Shares Full Circulation will be adjusted accordingly. If a share repurchase occurs, the number of shares for such conversion will remain unchanged.

1. Completion time of the H Shares Full Circulation

The Company and its shareholders will complete the H Shares Full Circulation as and when appropriate within the validity period of the notice from the CSRC regarding the filing of the application for the H Shares Full Circulation and after obtaining the listing approval from the Hong Kong Stock Exchange.

1. Conditions for the H Shares Full Circulation

The implementation of H Shares Full Circulation is subject to the fulfilment of the following conditions precedent:

(1) the Company and CNPC having obtained internal and external review and/or approval for the H Shares Full Circulation;

(2) the approval of the H Shares Full Circulation having been obtained at the general meeting of the Company;

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(3) the shareholders at the general meeting of the Company authorizing the Board (and its authorised persons) to handle specific matters relating to the H Shares Full Circulation;

(4) the filing with the CSRC for the H Shares Full Circulation having been completed;

(5) the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the H Shares converted under the H Shares Full Circulation.

As at the date of this announcement, none of the above conditions has been fulfilled. The Company has not yet made an application for filing with the CSRC for the H Shares Full Circulation. The Company will make further announcement(s) on the progress of the H Shares Full Circulation in accordance with the Inside Information Provisions and/or the requirements of the Hong Kong Listing Rules.

The H Shares Full Circulation is subject to other relevant procedures as required by the CSRC, the Hong Kong Stock Exchange and other domestic and overseas regulatory authorities. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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).

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