SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386)

Transcription

1 THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in SINOPEC Engineering (Group) Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386) REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2013 REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2013 PROPOSED APPOINTMENT OF A DIRECTOR PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2013 AUTHORIZATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2014 PROPOSED RE-APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2014 AND AUTHORIZATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2014 PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2014 AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2013 GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES A letter from the Board is set out on pages 5 to 13 of this circular. An extract of the notice convening the AGM to be held at the Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC on Thursday, 8 May 2014 at 9 a.m. is set out on pages 14 to 16 of this circular. If you intend to attend the AGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Thursday, 17 April Whether or not you are able to attend the AGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time scheduled for holding such meeting (or any adjourned meeting thereof). Completion and delivery of the proxy form shall not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish. * For identification purposes only. 18 March 2014

2 CONTENTS Page Definitions... 1 Letter from the Board... 5 Notice of Annual General Meeting Notice of Class Meeting for Holders of Domestic Shares Notice of Class Meeting for Holders of H Shares Appendix I Biographical Details of the Proposed Director Appendix II Explanatary Statement i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings. AGM the annual general meeting of the Company for the year 2013 to be convened and held on 8 May 2014 AGM Notice the notice for convening the AGM set out on pages 14 to 16 of this circular Articles associate(s) Board of Directors or Board Companies Ordinance the articles of association of the Company as amended, revised or supplemented from time to time has the meaning ascribed thereto under the Hong Kong Listing Rules the board of directors of the Company Companies Ordinance (Chapter 622 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Company SINOPEC Engineering (Group) Co., Ltd., a joint stock limited liability company incorporated under the laws of the PRC on 28 August 2012, which is listed on the Main Board of Hong Kong Stock Exchange (Stock Code: 2386) Company Law or PRC Company Law connected person(s) Controlling Shareholder(s) CSRC Director(s) Domestic Share(s) Domestic Share Class Meeting Company Law of the PRC ( ), as amended and adopted by the Standing Committee of the Twelfth National People s Congress on 28 December 2013 and effective on 1 March 2014 has the meaning ascribed thereto under the Hong Kong Listing Rules has the meaning ascribed thereto under the Hong Kong Listing Rules China Securities Regulatory Commission director(s) of the Company ordinary share(s) of the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and are unlisted Shares which are currently not listed or traded on any stock exchange the first class meeting for Domestic Shareholder(s) for the year 2014 to be held on 8 May

4 DEFINITIONS Domestic Share Class Meeting Notice Domestic Shareholder(s) Extra Amount Final Dividend General Mandate Group, us or we the notice for convening the Domestic Share Class Meeting set out on pages 17 to 20 of this circular holders of Domestic Shares has the meaning ascribed thereto under the section headed Proposed final dividend distribution plan for the year 2013 in this circular has the meaning ascribed thereto under the section headed Proposed final dividend distribution plan for the year 2013 in this circular a general mandate to be granted to the Board for issuing Domestic Shares and/or H Shares representing up to the limit of 20% of each of the aggregate nominal values of the Domestic Shares or H Shares of the Company, respectively, in issue on the date of passing the related resolution by the Shareholders the Company and its subsidiaries H Share(s) overseas listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange H Share Class Meeting the first class meeting for H Shareholders for the year 2014 to be held on 8 May 2014 H Share Class Meeting Notice the notice for convening the H Share Class Meeting set out on pages 21 to 24 of this circular H Shareholders holders of H Shares HK$ or Hong Kong dollars HKSCC Hong Kong or HK Hong Kong Listing Rules Hong Kong Stock Exchange Latest Practicable Date the lawful currency of Hong Kong Hong Kong Securities Clearing Company Limited the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time The Stock Exchange of Hong Kong Limited 14 March 2014, being the latest practicable date before the printing of this circular for ascertaining certain information 2

5 DEFINITIONS Listing Date Mandatory Provisions Parent Group PBOC PRC 23 May 2013, on which the H Shares are listed and from which dealings therein are permitted to take place on the Hong Kong Stock Exchange the Mandatory Provisions for the Articles of Association of the Companies to be Listed Overseas ( ) issued on 27 August 1994 by the Securities Commission of the State Council and the State Commission for Restructuring the Economic System of the PRC collectively, Sinopec Group and its subsidiaries (excluding the Group) People s Bank of China ( ) the People s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administration Region of the PRC and Taiwan Prospectus the prospectus of the Company dated 10 May 2013 Receiving Agent Record Date Repurchase Mandate RMB SAFE has the meaning ascribed thereto under the section headed Proposed final dividend distribution plan for the year 2013 in this circular on Tuesday, 20 May 2014, being the record date in respect of H Shareholders to which the payment of the Final Dividend will be determined subject to the conditions set out in the proposed resolution approving the repurchase mandate at the AGM, the H Share Class Meeting and the Domestic Share Class Meeting, the general mandate to be granted to the Board to exercise the power of the Company to repurchase Domestic Shares and/or H Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of Domestic Shares and/or H Shares in issue of the Company as of the date of the passing of the relevant resolution as set out in the AGM Notice, the H Share Class Meeting Notice and the Domestic Share Class Meeting Notice the lawful currency of the PRC The State of Administration of Foreign Exchange of the PRC or its successor authority 3

6 DEFINITIONS SAMC SFO Share(s) Shareholder(s) Sinopec Group subsidiary or subsidiaries Substantial Shareholder(s) Supervisory Committee Takeovers Code United States US$ Sinopec Assets Management Co., Ltd. ( ), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of Sinopec Group Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time share(s) in the share capital of the Company, with a nominal value of RMB1.00 each holder(s) of the Shares China Petrochemical Corporation ( ), a state-owned enterprise incorporated under the laws of the PRC and established in July 1998 upon reorganization of the former China Petrochemical Corporation ( ), and the Controlling Shareholder has the meaning ascribed thereto in the Companies Ordinance has the meaning ascribed thereto in the Hong Kong Listing Rules the supervisory committee of the Company the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time the United States of America, its territories, its possessions and all areas subject to its jurisdiction the lawful currency of the United States 4

7 LETTER FROM THE BOARD SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386) Executive Director: YAN Shaochun ( ) Non-executive Directors: CAI Xiyou ( ) (Chairman) ZHANG Kehua ( ) LEI Dianwu ( ) LING Yiqun ( ) CHANG Zhenyong ( ) Independent non-executive Directors: HUI Chiu Chung, Stephen ( ) JIN Yong ( ) YE Zheng ( ) 18 March 2014 To the Shareholders Dear Sir or Madam, REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2013 REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2013 PROPOSED APPOINTMENT OF A DIRECTOR PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2013 AUTHORIZATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2014 PROPOSED RE-APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2014 AND AUTHORIZATION TO THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2014 PROPOSED 2014 BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2014 AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2013 GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES * For identification purposes only. 5

8 LETTER FROM THE BOARD I INTRODUCTION The purpose of this circular is to provide you with, among other things, further information in relation to certain resolutions to be proposed at the AGM: (1) to consider and approve the report of the Board for the year 2013; (2) to consider and approve the report of the Supervisory Committee for the year 2013; (3) to consider and approve the proposed appointment of a Director; (4) to consider and approve the proposed final dividend distribution plan for the year 2013; (5) to authorize the Board to determine the interim profit distribution plan of the Company for the year 2014; (6) to consider and approve the proposed re-appointment of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year 2014; (7) to consider and approve the proposed business operation plan, investment plan and financial budget for the year 2014; (8) to consider and approve the audited financial statements for the year 2013; (9) to grant to the Board a general mandate to issue Domestic Shares and/or H Shares; and (10) to grant to the Board a general mandate to repurchase Domestic Shares and/or H Shares. II REPORT OF THE BOARD FOR THE YEAR 2013 An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board for the year 2013, the text of which is set out in the Company s annual report for the year 2013 despatched on 18 March III REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2013 An ordinary resolution will be proposed at the AGM to consider and approve the report of the Supervisory Committee for the year 2013, the text of which is set out in the Company s annual report for the year 2013 despatched on 18 March

9 LETTER FROM THE BOARD IV PROPOSED APPOINTMENT OF A DIRECTOR Resignation of a Director The Board was notified on 14 March 2014 by Mr. ZHANG Kehua of his resignation as non-executive Director and Vice Chairman of the Company in consideration of his age. Mr. ZHANG Kehua will continue performing his duties as non-executive Director and Vice Chairman of the Company before the new non-executive Director is appointed by election at the AGM on 8 May Mr. ZHANG Kehua will also cease to serve as a member of the remuneration committee of the Board and Chairman of the strategy and development committee of the Board. Mr. ZHANG Kehua has confirmed that he does not have any disagreement with the Board or the Company and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders. Proposed Appointment of a Director At the Board Meeting on 14 March 2014, the Board has nominated Mr. LI Guoqing as non-executive Director for a term commencing from the date of appointment and ending on expiry of the term of the First Session of the Board. According to the Articles, the proposed appointment of a Director is subject to approval by the Shareholders. The proposal will be put forward at the AGM for the Shareholders consideration and approval by way of ordinary resolution. It is expected that Mr. LI Guoqing will not receive any remuneration for serving as a non-executive Director of the Company. The Company will enter into service contract with Mr. LI Guoqing upon his appointment as non-executive Director being approved at the AGM for a term commencing from the date of appointment and ending on the expiry of the term of the First Session of the Board. Biographical details of Mr. LI Guoqing are set out in Appendix I of this circular. Save as disclosed above, Mr. LI Guoqing did not serve as a director in any other listed companies in the past three years and does not have any relationship with any Director, supervisor of the Company, senior management member of the Company or Substantial Shareholders (as defined in the Hong Kong Listing Rules). As of the date of this circular, Mr. LI Guoqing has no interest in the shares of the Company or its associated companies within the meaning of Part XV of the SFO. Save as disclosed above, there is no other information to be disclosed pursuant Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules or any other matters in relation to Mr. LI Guoqing that needs to be brought to the attention of the Shareholders of the Company. Mr. LI Guoqing has never been penalized by any securities regulatory authorities or any other relevant authorities. 7

10 LETTER FROM THE BOARD V PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR Proposed distribution of final dividends for the year 2013 On 14 March 2014, the Board proposed to distribute the final dividends for the year 2013 (the Final Dividend ) to all Shareholders. In accordance with the Articles, the amounts shall be the lower of the profit after taxation of the Company calculated pursuant to the PRC Accounting Standards for Business Enterprises and the International Financial Reporting Standards. For the year 2013, the total amount of the net profit of the Company attributable to shareholders calculated pursuant to the PRC Accounting Standards for Business Enterprises shall be RMB3.592 billion. After due consideration of return to shareholders as well as the long-term interests of the Company, the aggregate amount of the dividends distributed by the Company for the year 2013 in cash shall be approximately RMB1.435 billion. Based on 4,428,000,000 Shares, being the total share capital of the Company as at 31 December 2013, the dividends for the year 2013 shall be distributed to all Shareholders on the basis of RMB0.324 per share (inclusive of applicable taxes). According to this proposal, after deduction of the interim dividends in the total amount of RMB594 million paid by the Company, the aggregate amount of the Final Dividend shall be RMB841 million. Based on the total share capital of the Company of 4,428,000,000 shares as at 31 December 2013, a Final Dividend of RMB0.190 (inclusive of applicable tax) per Share shall be payable to all Shareholders. The payment of the Final Dividend is subject to the Shareholders approval at the AGM. The Final Dividend will be paid on or before Monday, 30 June 2014 to those Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 20 May 2014 (the Record Date ). In order to qualify for the Final Dividend, the H Shareholders must lodge all share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Rooms , 17/F, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Wednesday, 14 May For the purpose of ascertaining Shareholders who qualify for the Final Dividend, the H Share register of members will be closed from Thursday, 15 May 2014 to Tuesday, 20 May 2014 (both days inclusive). The Final Dividend will be denominated and declared in RMB, the holders of Domestic Shares will be paid in RMB and the holders of H Shares will be paid in Hong Kong dollars. The exchange rate for the Final Dividend to be paid in Hong Kong dollars will be the mean of the exchange rates of Hong Kong dollars to RMB as announced by the PBOC during the five business days prior to the date of declaration of the Final Dividend. 2. Taxation In accordance with the Enterprise Income Tax Law of the People s Republic of China ( ) and its implementation regulations which came into effect on 1 January 2008, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise shareholders whose names appear on the register of members for H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or 8

11 LETTER FROM THE BOARD other organizations or groups, shall be deemed as shares held by non-resident enterprise shareholders. Therefore, on this basis, enterprise income tax shall be withheld from dividends payable to such shareholders. If holders of H Shares intend to change its shareholder status, please enquire about the relevant procedures with your agents or trustees. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant shareholders based on the register of members for H Shares as at the Record Date. If the individual holders of the H Shares are Hong Kong or Macau residents or residents of the countries which had an agreed tax rate of 10% for the cash dividends to them with PRC under the relevant tax agreement, the Company should withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. Should the individual holders of the H Shares be residents of the countries which had an agreed tax rate of less than 10% with PRC under the relevant tax agreement, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. In that case, if the relevant individual holders of the H Shares wish to reclaim the extra amount withheld (the Extra Amount ) due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant shareholders submit the evidence required by the notice of the tax agreement to the share register of the Company within the timeline set out below. The Company will assist with the tax refund after the approval of the competent tax authority. Should the individual holders of the H Shares be residents of the countries which had an agreed tax rate of over 10% but less than 20% with PRC under the tax agreement, the Company shall withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax agreement. In the case that the individual holders of the H Shares are residents of the countries which had an agreed tax rate of 20% with PRC, or which has not entered into any tax agreement with PRC, or otherwise, the Company shall withhold and pay the individual income tax at a rate of 20%. The Company will appoint a receiving agent in Hong Kong (the Receiving Agent ) and will pay to such Receiving Agent the Final Dividend (after relevant deductions, if applicable) declared for payment to holders of H shares. The Final Dividend will be paid by the Receiving Agent on or before Monday, 30 June The cheques will be despatched to holders of H Shares by ordinary post at their own risk. VI AUTHORIZATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2014 An ordinary resolution will be proposed at the AGM to authorize the Board to determine the interim profit distribution plan of the Company for the year VII PROPOSED RE-APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR 2014 AND AUTHORIZATION TO THE BOARD TO FIX THEIR REMUNERATION FOR 2014 Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited are proposed to be re-appointed as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and it is proposed that the Board be authorized to fix their remuneration for the year

12 LETTER FROM THE BOARD VIII PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND FINANCIAL BUDGET FOR THE YEAR 2014 In order to achieve coordinated allocation of resources and highlight the overall strengths of the Group, the Company carried out scientific planning on production, business operations and investments for the year 2014 and formulated the annual target, protective measures and management responsibilities according to the internal guidelines of Integrated Management, Management and Control at the Group Level. An ordinary resolution will be proposed at the AGM to consider and approve the Company s proposed business operation plan, investment plan and financial budget for the year 2014, details of which are as follows: 1. Business operation plan According to the development target of the Company and taking into account the annual operation results and fulfillment of indicators in 2013, it is proposed that the business operations of the Company in 2014 should be based on maintaining the market advantages in traditional industries, including oil refining and chemical industries, while endeavoring to develop the novel coal chemical market and increasing efforts on the expansion of overseas markets. In 2014, the target domestic new contract amount of the Group is RMB45 billion and the target overseas new contract amount is USD3 billion. 2. Investment plan According to the proposed investment plans for 2014 prepared by all subsidiaries of the Company, after optimization and balancing, it is proposed by the Company that the amount of investment for 2014 shall be RMB800 million, primarily for the purposes of the construction of production base, purchases of large construction equipment and establishment of information technology. 3. Financial budget According to the proposed financial budget, it is proposed that the administrative expenses, the selling and marketing expenses, the finance expenses and the labour costs should be not more than RMB1.8 billion, RMB124 million, RMB250 million and RMB5.333 billion, respectively. IX AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2013 An ordinary resolution will be proposed at the AGM to consider and approve the Company s audited financial statements for 2013, the text of which is set out in the Company s annual report for the year 2013 despatched on 18 March

13 LETTER FROM THE BOARD X PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DOMESTIC SHARES AND/OR H SHARES At the Company s extraordinary shareholders meetings held on 17 December 2012, the Shareholders have granted a general mandate to the Board to issue such number of Domestic Shares and/or H Shares which are less than 20% of the Domestic Shares in issue or H Shares in issue (as the case may be). The above general mandate, if not exercised before the AGM, shall lapse upon the conclusion of the AGM. To ensure flexibility and discretion to the Board to issue new Shares, the Company proposes to grant the General Mandate to the Board by way of a special resolution to be passed by the Shareholders at the AGM to separately or jointly allot, issue or deal with Domestic Shares and/or H Shares not exceeding 20% of the respective numbers of the Domestic Shares or H Shares of the Company, respectively, in issue on the date of passing this special resolution. As at the Latest Practicable Date, the issued share capital of the Company was comprised of 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the passing of the resolution related to the grant of the General Mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 593,440,000 Domestic Shares and 292,160,000 H Shares in accordance with the General Mandate. The General Mandate shall be effective from the time this special resolution is passed until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held; (iii) the revocation or variation of the authority given under the above-mentioned resolution by a special resolution of the Shareholders in a general meeting; or (iv) the expiration of a period of 12 months after the above-mentioned special resolution has been passed at the AGM. Any exercise of the power by the Board under the General Mandate shall comply with relevant requirements of the Hong Kong Listing Rules, the Articles and relevant laws and regulations of the PRC. The Board currently has no plan to issue new Shares pursuant to the General Mandate. XI PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any Domestic Shares and/or H Shares, approval is proposed to be sought from the Shareholders for the grant of the Repurchase Mandate to the Board. In accordance with the regulatory requirements described in the Hong Kong Listing Rules, the Board shall give notices to convene the AGM, Domestic Share Class Meeting and the H Share Class Meeting. At each of these meetings, a special resolution will be proposed to authorize the Board to repurchase Domestic Shares and/or H Shares subject to the following conditions: (a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue of the Company on the Hong Kong Stock Exchange, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body and is approved; 11

14 LETTER FROM THE BOARD (b) (c) the aggregate nominal value of Domestic Shares or H Shares authorized to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (defined as below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue of the Company, respectively, as at the date of the passing of this special resolution; the approval in paragraph (a) above shall be conditional upon: (i) (ii) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM, the H Share Class Meeting and the Domestic Share Class Meeting; compliance with the relevant requirements of the PRC Company Law and the regulations of the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; (iii) the approval or filing of the SAFE, CRSC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. (d) for the purpose of this special resolution, Relevant Period means the period from the passing of this special resolution until whichever is the earliest of: (i) (ii) the conclusion of the next annual general meeting of the Company following the passing of this special resolution; the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held; (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting, by a special resolution of H Shareholders at the H Share Class Meeting or by a special resolution of Domestic Shareholders at the Domestic Share Class Meeting; or (iv) the expiration of a period of 12 months after the above-mentioned special resolutions have been passed at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting. (e) the Board is hereby authorized to: (i) (ii) formulate and implement specific repurchase plans, including but not limited to the repurchase price, amount of repurchases, decisions on the repurchase timing and repurchase period; notify creditors and publish announcements in accordance with the requirements of the PRC Company Law and the relevant requirements (if applicable) of the Articles and the Hong Kong Stock Exchange as amended from time to time; 12

15 LETTER FROM THE BOARD (iii) open a foreign stock account and complete the corresponding procedure of changes in foreign exchange registration; (iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with CSRC; (v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital, the amendment of the relevant clauses of the Articles relating to, among other things, the total amount of share capital and structure of shareholding, and perform the relevant domestic and foreign registration and filing procedures according to statutory requirements in the PRC and foreign regions; and (vi) sign and execute other documents and complete other matters relevant to repurchases of Shares. An explanatory statement giving certain information regarding the Repurchase Mandate is set out in Appendix II to this circular. XII RECOMMENDATION The Directors (including all independent non-executive Directors) consider that the resolutions in relation to (i) the report of the Board for the year 2013; (ii) the report of the Supervisory Committee for the year 2013; (iii) the proposed appointment of a Director; (iv) the proposed final dividend distribution plan for the year 2013; (v) the proposed authorization to the Board to determine the interim profit distribution plan of the Company for the year 2014; (vi) the proposed re-appointment of domestic auditor and international auditor of the Company for the year 2014 and authorization to the Board to fix their remuneration for the year 2014; (vii) the proposed business operation plan, investment plan and financial budget for the year 2014; (viii) the audited financial statements for the year 2013; (ix) the proposed grant of the General Mandate to the Board to issue Domestic Shares and/or H Shares; and (x) the proposed grant of general mandate to the Board to repurchase Domestic Shares and/or H Shares are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM, Domestic Share Class Meeting and the H Share Class Meeting as set out in the AGM Notice, the Domestic Share Class Meeting Notice and the H Share Class Meeting Notice, respectively. Yours faithfully, By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Sang Jinghua Secretary to the Board and Company Secretary Beijing, PRC 18 March

16 NOTICE OF THE ANNUAL GENERAL MEETING SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386) NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2013 NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2013 (the AGM ) of SINOPEC Engineering (Group) Co., Ltd. (the Company ) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC on Thursday, 8 May 2014 at 9 a.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company s circular (the Circular ) dated 18 March RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM By way of ordinary resolutions: (1) to consider and approve the report of the Board for the year 2013; (2) to consider and approve the report of the Supervisory Committee for the year 2013; (3) to consider and approve the proposed appointment of a Director; (4) to consider and approve the proposed final dividend distribution plan for the year 2013; (5) to authorize the Board to determine the interim profit distribution plan of the Company for the year 2014; (6) to consider and approve the proposed re-appointment of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year 2014; (7) to consider and approve the proposed business operation plan, investment plan and financial budget for the year 2014; and * For identification purposes only. 14

17 NOTICE OF THE ANNUAL GENERAL MEETING (8) to consider and approve the audited financial statements for the year By way of special resolution: (1) to consider and approve the proposed grant of the general mandate to the Board to issue Domestic Shares and/or H Shares; and (2) to consider and approve the proposed grant of general mandate to the Board to repurchase Domestic Shares and/or H Shares. Details of the above resolutions proposed at the AGM are contained in the circular, which is available on the website of Hong Kong Exchanges and Clearing Limited ( and the website of the Company ( By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Sang Jinghua Secretary to the Board and Company Secretary Beijing, PRC 18 March 2014 As at the date of this notice, the executive director is Yan Shaochun; the non-executive directors are Cai Xiyou, Zhang Kehua, Lei Dianwu, Ling Yiqun and Chang Zhenyong; and the independent non-executive directors are Hui Chiu Chung, Stephen, Jin Yong and Ye Zheng. Notes: ATTENDEE OF THE AGM 1. Eligibility for attending the AGM For the purpose of ascertaining Shareholders who are entitled to attend and vote at the AGM, the H Share register of members of the Company will be closed from Tuesday, 8 April 2014 to Thursday, 8 May 2014 (both days inclusive). Holders of H Shares who wish to attend the AGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Rooms , 17/F, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on 7 April 2014 for registration. 2. Proxy (a) A member eligible to attend and vote at the AGM is entitled to appoint, in written form, one or more proxies to attend and vote on its behalf. A proxy need not be a shareholder of the Company. 15

18 NOTICE OF THE ANNUAL GENERAL MEETING (b) A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorizing that attorney to sign or the authorization document(s) must be notarized. (c) To be valid, the power of attorney or other authorization document(s) which have been notarized together with the completed form of proxy must be delivered to the place of business of the Company. In the case of holders of Domestic Shares, the address is Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC (or via fax no.: (+86) ), and in the case of holders of H Shares, the address is Computershare Hong Kong Investor Services Ltd., 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time designated for holding of the AGM. (d) A Shareholder or his proxy may exercise the right to vote by poll. 3. Registration procedures for attending the AGM (a) A Shareholder or his proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorized by the board of directors or other governing body of such Shareholder, he/she may attend the AGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting. (b) Holders of H Shares and Domestic Shares intending to attend the AGM should return the reply slip for attending the AGM to the Company on or before Thursday, 17 April (c) Shareholder may send the above reply slip to the Company in person, by post or by fax. (d) Closure of Register of Members. The H Share register of members of the Company will be closed from Tuesday, 8 April 2014 to Thursday, 8 May 2013 (both days inclusive). 4. Miscellaneous (a) The AGM will not last for more than one working day. Shareholders who attend shall bear their own travelling and accommodation expenses. (b) For the purpose of ascertaining Shareholders who qualify for the Final Dividend, the H Share register of members of the Company will be closed from Thursday, 15 May 2014 to Tuesday, 20 May 2014 (both days inclusive). In order to qualify for the Final Dividend, holders of H shares shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Rooms , 17/F, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Wednesday, 14 May 2014 for registration. (c) The address of the Share Registrar of H Shares of the Company: Computershare Hong Kong Investor Services Ltd. is at Rooms , 17/F, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong. (d) The place of business of the Company is at: Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC Post Code: Telephone No.: (+86) Facsimile No.: (+86)

19 NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386) NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES NOTICE IS HEREBY GIVEN that a class meeting for holders of Domestic Shares (the Domestic Share Class Meeting ) of SINOPEC Engineering (Group) Co., Ltd. (the Company ) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC immediately after the annual general meeting of the Company (the AGM ) to be convened and held on the same date and at the same place on Thursday, 8 May 2014 for the following purpose of considering and if thought fit, passing the following resolution: Special Resolution To authorize the board (the Board ) of directors (the Directors ) of the Company to repurchase domestic shares (the Domestic Shares ) and/or the H shares (the H Shares ) of the Company subject to the following conditions: (a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or the H Shares in issue of the Company, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ) or of any other governmental or regulatory body and is approved; (b) the aggregate nominal value of Domestic Shares or H Shares authorized to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue of the Company, respectively, as at the date of the passing of this special resolution; (c) the approval in paragraph (a) above shall be conditional upon: (i) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting; * For identification purposes only. 17

20 NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES (ii) compliance with the relevant requirements of the Company Law of the PRC and the regulations of the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and (iii) the approval or filing of the SAFE, CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. (d) for the purpose of this special resolution, Relevant Period means the period from the passing of this special resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or other applicable laws to be held; (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting, by a special resolution of Domestic Shareholders at the Domestic Share Class Meeting or by a special resolution of H Shareholders at the H Share Class Meeting; or (iv) the expiration of a period of 12 months after the above-mentioned special resolutions have been passed at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting. (e) the Board be hereby authorized to: (i) formulate and implement specific repurchase plans, including but not limited to (among other things) the repurchase price, amount of repurchases, decisions on the repurchase timing and repurchase period; (ii) notify creditors and publish announcements in accordance with the requirements of the Company Law of the PRC and the relevant requirements (if applicable) of the articles of association of the Company and the Hong Kong Stock Exchange as amended from time to time; (iii) open a foreign stock account and complete the corresponding procedure of changes in foreign exchange registration; (iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the China Securities Regulatory Commission; 18

21 NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES (v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital, the amendment of the relevant content of the Articles relating to (among other things) the total amount of share capital and structure of shareholding, and perform the relevant domestic and foreign registration and filing procedures according to statutory requirements in the PRC and foreign regions; and (vi) sign and execute other documents and issues relevant to repurchases of Shares. By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Sang Jinghua Secretary to the Board and Company Secretary Beijing, PRC 18 March 2014 As at the date of this notice, the executive director is Yan Shaochun; the non-executive directors are Cai Xiyou, Zhang Kehua, Lei Dianwu, Ling Yiqun and Chang Zhenyong; and the independent non-executive directors are Hui Chiu Chung, Stephen, Jin Yong and Ye Zheng. Notes: 1. The register of members of the Company will be closed from 8 April 2014 to 8 May 2014, both dates inclusive, during which period no share transfers will be effected. In order to qualify for attending and voting at the Domestic Share Class Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company (address: Block B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC) no later than 4:30 p.m. on 7 April 2014 by Domestic Shareholders or by fax to (+86) Holders of Domestic Shares entitled to attend and vote at the Domestic Share Class Meeting may appoint one or more proxies to attend and to vote on their behalves. A proxy need not be a member of the Company. 3. In order to be valid, the proxy form must be deposited by hand or by post, for holders of Domestic Shares of the Company, to the Company (address: Block B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC, or by fax to (+86) ), not less than 24 hours before the time for holding the meeting or not less than 24 hours before the time appointed for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. 4. Shareholders or their proxies shall present their identity documents when attending the meeting. 5. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which is related purely to a procedural or administrative matter to be voted by a show of hands. On a poll, every shareholder present in person or by proxy shall have one vote for each share registered in his/her name in the register of members. A shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner. 19

22 NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES 6. Shareholders who intend to attend the Domestic Share Class Meeting should complete and return the reply slip and return it by hand or by post to the Company (address: Block B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC) or by fax to (+86) on or before 17 April The Domestic Share Class Meeting is expected to take immediately after the AGM. Shareholders attending the Domestic Share Class Meeting shall be responsible for their own travel and accommodation expenses. 20

23 NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386) NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES NOTICE IS HEREBY GIVEN that a class meeting for holders of H Shares (the H Share Class Meeting ) of SINOPEC Engineering (Group) Co., Ltd. (the Company ) will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC immediately after the annual general meeting of the Company (the AGM ) and the Domestic Share Class Meeting to be convened and held on the same date and at the same place) on Thursday, 8 May 2014 for the following purpose of considering and if thought fit, passing the following resolution: Special Resolution To authorize the board (the Board ) of directors (the Directors ) of the Company to repurchase domestic shares (the Domestic Shares ) and/or H Shares (the H Shares ) of the Company subject to the following conditions: (a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue of the Company on The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body and is approved; (b) the aggregate nominal value of Domestic Shares or H Shares authorized to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue of the Company, respectively, as at the date of the passing of this special resolution; (c) the approval in paragraph (a) above shall be conditional upon: (i) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM, the H Share Class Meeting and the Domestic Share Class Meeting; * For identification purposes only. 21