SINOPEC Engineering : PROPOSED APPOINTMENT OF A DIRECTOR

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.

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)

PROPOSED APPOINTMENT OF A DIRECTOR

A letter from the Board is set out on pages 3 to 5 of this circular.

An extract of the notice convening the first extraordinary general meeting of the Company for the year 2020 (the "EGM") to be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 8:30 a.m. on Tuesday, 18 February 2020 is set out on pages 6 to 7 of this circular.

If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Tuesday, 28 January 2020.

Whether or not you are able to attend the EGM, 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 EGM or any adjournment thereof should you so wish.

• For identification purposes only

30 December 2019

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings.

"Articles"	the Articles of Association of SINOPEC Engineering
	(Group) Co., Ltd. (H Share), as amended, supplemented or
	otherwise modified from time to time
"Board"	the board of directors of the Company
"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)
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	ordinary share(s) in the share 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
"Domestic Shareholder(s)"	the Shareholder(s) who/which hold Domestic Share(s)
"EGM"	the first extraordinary general meeting of the Company for
	the year 2020 to be convened and held on Tuesday, 18
	February 2020
"EGM Notice"	the notice for convening the EGM set out on pages 6 to 7 of
	this circular
"Group"	the Company and its subsidiaries
"H Share(s)"	overseas listed foreign invested ordinary share(s) in the
	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 Shareholder(s)"	the Shareholder(s) who/which hold H Shares
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"	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
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited

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	DEFINITIONS
"PRC" or "People's Republic of	the People's Republic of China which, for the purpose of
China"	this circular, excludes Hong Kong, Macau Special
	Administration Region of the PRC and Taiwan
"RMB"	the lawful currency of the PRC
"Securities and Futures	Securities and Futures Ordinance (Chapter 571 of the laws
Ordinance"	of Hong Kong), as amended, supplemented or otherwise
	modified from time to time
"Share(s)"	share(s) in the capital of the Company, with a nominal value
	of RMB1.00 each
"Shareholder(s)"	holder(s) of the Share(s)
"Sinopec Corp."	China Petroleum & Chemical Corporation (中國石油化工股
	份有限公司), a joint stock limited liability company
	incorporated under the laws of the PRC, which is listed on
	the Hong Kong Stock Exchange (Stock Code: 0386), the
	Shanghai Stock Exchange (Stock Code: 600028), the
	London Stock Exchange (Stock Code: SNP) and the New
	York Stock Exchange (Stock Code: SNP)
"subsidiary" or "subsidiaries"	has the meaning ascribed thereto under the Hong Kong
	Listing Rules

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LETTER FROM THE BOARD

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)

Non-executive Directors:

YU Baocai (喻寶才) (Chairman)

WU Wenxin (吳文信)

Executive Directors:

LU Dong (陸東) (Vice Chairman)

XIANG Wenwu (向文武)

SUN Lili (孫麗麗) (employee representative Director)

ZHOU Yingguan (周贏冠 ) (employee representative Director)

Independent non-executive Directors:

HUI Chiu Chung, Stephen (許照中)

JIN Yong (金涌)

YE Zheng (葉政)

30 December 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF A DIRECTOR

I INTRODUCTION

The purpose of this circular is to provide you with, among other things, further information in relation to the ordinary resolution to be proposed at the EGM to consider and, if thought fit, approve the proposed appointment of a Director.

• For identification purposes only

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LETTER FROM THE BOARD

1. PROPOSED APPOINTMENT OF A DIRECTOR
   Resignation of Directors

The Board was recently notified by (i) Mr. YU Baocai of his resignation as a non-executive director of the Company, chairman of the Board and chairman of the nomination committee; and

1. Mr. LU Dong of his resignation as an executive director of the Company, vice chairman of the Board, a member of nomination committee and chairman of the strategy and development committee in consideration of their respective work adjustment. The resignation of Mr. YU Baocai and Mr. LU Dong shall become effective after the conclusion of the EGM.

Each of Mr. YU and Mr. LU has confirmed that he has no disagreement with the Board 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

On 30 December 2019, the Board has resolved to approve the proposed appointment of Mr. YU Renming as an executive Director for a term of office commencing from the date of appointment and ending on the expiry of the term of the Third Session of the Board. According to Article 95 of the Articles, the proposed appointment of a director of the Company is subject to the Shareholders' approval. The proposal of the appointment of Mr. YU Renming as an executive Director will be put forward at the EGM for the Shareholders' consideration and approval by way of an ordinary resolution.

The Company will enter into a service contract with Mr. YU Renming upon his proposed appointment as an executive Director being approved at the EGM, for a term commencing from the date of appointment and ending on the expiry of the term of the Third Session of the Board. Mr. YU will receive remuneration for serving as an executive Director under his service contract, which will be determined in accordance with the relevant laws and regulations of the People's Republic of China and the internal measures on remuneration of the Company. Pursuant to the Hong Kong Listing Rules, the Company will disclose in its annual report the remuneration received by Mr. YU from the Company during the relevant reporting period.

Biographical details of Mr. YU Renming are set out below:

Mr. YU Renming, aged 56, is a senior engineer at professor level with a university diploma. From June 2000 to September 2006, Mr. YU was a deputy general manager of SINOPEC Zhenhai Refining & Chemical Company Limited (中國石化鎮海煉油化工股份有限公司). From June 2003 to September 2006, he served as a director of SINOPEC Zhenhai Refining & Chemical Company Limited (中國石化鎮海煉油化工股份有限公司). From September 2006 to September 2007, he served as a deputy general manager of Zhenhai Refining & Chemical Branch of Sinopec Corp. (中國石化股份鎮海煉化分公司). From September 2007 to March 2008, he served as a manager of Zhenhai Refining & Chemical Branch of Sinopec Corp. (中國石化股份鎮海煉化分公司). He

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LETTER FROM THE BOARD

served as the director of production and operation management department of Sinopec Corp. from January 2008 to December 2017. He has been an employee representative supervisor of Sinopec Corp. since December 2010, and served as the director of refining department of Sinopec Corp. from December 2017 to December 2019. From December 2017 to December 2019, he served as the vice chairman of the board of directors and chairman of the audit committee of Yanbu Aramco Sinopec Refining Company Ltd.

As at the date of this circular, save as disclosed above, Mr. YU did not serve as a director in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this circular, Mr. YU does not (i) hold any other positions with the Group, (ii) have any relationship with any director, supervisor, senior management member or substantial or controlling shareholder of the Company (as defined under the Hong Kong Listing Rules), or (iii) have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, the Board is not aware of any other matter in relation to the proposed appointment of Mr. YU as an executive Director that needs to be brought to the attention of the Shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

According to Article 94 of the Articles, the Board shall consist of nine directors. The Board will make its best endeavor to identify another suitable candidate for directorship as soon as practicable, and will make further announcement(s) in due course.

III RECOMMENDATION

The Directors (including all independent non-executive Directors) consider that the resolution in relation to the proposed appointment of Mr. YU Renming as an executive Director is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of this resolution to be proposed at the EGM as set out in the EGM Notice.

By order of the Board

SINOPEC ENGINEERING (GROUP) CO., LTD.

Jia Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC

30 December 2019

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL

MEETING FOR THE YEAR 2020

AND

CLOSURE OF REGISTER

OF MEMBERS FOR H SHARES

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for the year 2020 (the "EGM") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 8:30 a.m. on Tuesday, 18 February 2020 for the purpose of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company's circular dated 30 December 2019 (the "Circular").

RESOLUTION TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolution:

1. to consider and approve the proposed appointment of Mr. YU Renming as an executive Director and the authorisation to the Board to determine his remuneration.

Details of the above resolution proposed at the EGM are contained in the Circular, which 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).

By Order of the Board

SINOPEC Engineering (Group) Co., Ltd.

Jia Yiqun

Chief Financial Officer, Company Secretary

Beijing, the PRC

30 December 2019

• For identification purposes only

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Company's executive Directors are LU Dong, XIANG Wenwu, SUN Lili (employee representative Director) and ZHOU Yingguan (employee representative Director); the non-executive Directors are YU Baocai and WU Wenxin; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

This notice 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).

Notes:

ATTENDEE OF THE EGM

1. Eligibility and Registration Procedure for attending the EGM
2. 1. Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Saturday, 18 January 2020 to Tuesday, 18 February 2020 (both days inclusive).
   2. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company before the close of business on Saturday, 18 January 2020 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.
   3. H Shareholders who wish to attend the EGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Limited before 4:30 p.m. on Friday, 17 January 2020 for registration.
   4. A Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the EGM 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.
   5. Domestic Shareholders and H Shareholders intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Tuesday, 28 January 2020.
   6. Shareholders may send the above reply slip to the Company by hand, by post or by fax.
3. Proxy
4. 1. A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
   2. A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
   3. To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for H Shareholders not less than 24 hours before the time designated for holding of the EGM.
   4. A Shareholder or his/her/its proxy may exercise the right to vote by poll.
5. Miscellaneous
6. 1. The EGM will not last for more than one working day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.
   2. The address of the Company's Share Registrar of H Shares, Computershare Hong Kong Investor Services Limited, is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
   3. The place of business of the Company is at:
      Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029
      Telephone No.: [phone]
      Facsimile No.: [phone]

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