Sinopec Shanghai Petrochemical : Resolutions Passed at the 2015 Annual General Meeting

27020619 (Sinopec)4th Proof 12:00 p

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(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00338) Resolutions Passed at the 2015 Annual General Meeting

The board of directors (the "Board") of Sinopec Shanghai Petrochemical Company Limited (the "Company") and all its directors guarantee that, this announcement does not contain any false information, misleading statement or material omission, and severally and jointly accept responsibility for the authenticity, accuracy and completeness of the contents of this announcement.

Important:

• Objection made to the resolutions proposed at the annual general meeting (the "AGM"): Nil

1. The convening and attendance of the AGM

2. Date of the AGM: 15 June 2016

3. Venue of the AGM: Jinshan Hotel, No.1, Jinyi East Road, Jinshan District, Shanghai,

   China

4. Information of ordinary shareholders and preference shareholders with restored voting rights, if any, who attended the AGM and their shareholdings:

   Shareholders of the Company who were entitled to attend the 2015 AGM held an aggregate of

   10.8 billion voting shares (including a total of 7.305 billion A shares and a total of 3.495 billion H shares). No shareholder of the Company (the "Shareholder") who was entitled to attend the AGM was required to abstain from voting in favor of any of the resolutions of the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") nor was required to abstain from voting on any of the resolutions of the AGM under the Hong Kong Listing Rules.

   In connection with the convening of the AGM:

   Total number of Shareholders and proxies attending the AGM	27
   including: A Share Holders	25
   H Share Holders	2
   Total number of shares with voting rights held by the attending Shareholders or proxies	8,944,722,197
   including: A Shares	5,490,322,876
   H Shares	3,454,399,321

   Percentage of such voting shares of the Company held by such attending Shareholders or proxies, as compared with the total number of shares entitling the holders to attend and vote at the AGM (%)	82.8215
   including: A Shares (%)	50.8363
   H Shares (%)	31.9852

5. The AGM was convened by the Board of the Company, and Mr. Wang Zhiqing, Chairman of the Company, presided over the meeting. The convening of and voting at the AGM complied with the relevant regulations of the Company Law of the People's Republic of China (the "PRC") and the articles of association of the Company.

6. Attendance of the directors, supervisors and secretary to the Board of the Company

1. The Board has twelve directors, 10 of whom attended the AGM. Mr. Wang Zhiqing, Chairman of the Company, Mr. Wu Haijun and Mr. Gao Jinping, Vice Chairmen of the Company, Mr. Ye Guohua, Mr. Jin Qiang, Mr. Guo Xiaojun, executive directors of the Company, and Mr. Cai Tingji, Mr. Zhang Yimin, Mr. Liu Yunhong and Mr. Du Weifeng, independent non-executive directors of the Company, attended the AGM. Mr. Lei Dianwu and Mr. Mo Zhenglin, non-executive directors of the Company, were absent from the AGM due to business engagements.

2. The Supervisory Committee of the Company has six supervisors, five of whom attended the AGM. Mr. Kuang Yuxiang, Chairman of the Supervisory Committee, Mr. Zuo Qiang and Ms. Li Xiaoxia, supervisors of the Company, and Mr. Zheng Yunrui and Mr. Pan Fei, independent supervisors of the Company, attended the AGM. Mr. Zhai Yalin, supervisor of the Company, was absent from the AGM due to business engagements.

3. Mr. Zhang Jianbo, the Secretary to the Board, attended the AGM.

7. Voting results of resolutions

The following ordinary resolution nos. 1-6 and the special resolution no. 7 were considered and passed at the AGM through a combination of on-site open ballot and on-line voting. The voting results of the resolutions are as follows:

1. Resolutions by way of non-cumulative voting

2. Resolution: 2015 Work Report of the Board of the Company Result of consideration: passed

   Voting Results:

   Type of Shareholders	For		Against
   	Number of votes (Share)	Percentage (%)Note	Number of votes (Share)	Percentage (%)Note
   A Share	5,489,610,976	99.9872	702,900	0.0128
   H Share	1,163,999,646	99.9770	268,000	0.0230
   Total ordinary shares:	6,653,610,622	99.9854	970,900	0.0146

   Note:

   Pursuant to Article 90 of the articles of association of the Company, abstentions or failures to cast vote will not be processed as shares with voting rights when the Company calculates the results of voting.

   Percentage of shares voted in favor refers to the proportion of shares voted in favor by the

   Shareholders accounting for the total voting shares (i.e. shares voted in favor + shares voted against) held by the Shareholders (or their proxies) attending the AGM. (same below)

   Percentage of shares voted against refers to the proportion of shares voted against by the Shareholders accounting for the total voting shares (i.e. shares voted in favor + shares voted against) held by the Shareholders (or their proxies) attending the AGM. (same below)

3. Resolution: 2015 Work Report of the Supervisory Committee of the Company Result of consideration: passed

   Voting Results:

   Type of Shareholders	For		Against
   	Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
   A Share	5,489,658,976	99.9881	654,900	0.0119
   H Share	1,163,971,746	99.9763	275,700	0.0237
   Total ordinary shares:	6,653,630,722	99.9860	930,600	0.0140

4. Resolution: 2015 Audited Financial Statements of the Company Result of consideration: passed

   Voting Results:

   Type of Shareholders	For		Against
   	Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
   A Share	5,489,658,976	99.9881	654,900	0.0119
   H Share	1,163,414,246	99.9237	888,900	0.0763
   Total ordinary shares:	6,653,073,222	99.9768	1,543,800	0.0232

5. Resolution: 2015 Profit Distribution Plan of the Company Result of consideration: passed

   Voting Results:

   Type of Shareholders	For		Against
   	Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
   A Share	5,490,038,576	99.9950	274,800	0.0050
   H Share	1,165,906,080	99.9587	481,466	0.0413
   Total ordinary shares:	6,655,944,656	99.9886	756,266	0.0114

6. Resolution: 2016 Financial Budget Report of the Company Result of consideration: passed

   Voting Results:

   Type of Shareholders	For		Against
   	Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
   A Share	5,489,658,976	99.9881	654,400	0.0119
   H Share	1,165,034,389	99.9048	1,110,157	0.0952
   Total ordinary shares:	6,654,693,365	99.9735	1,764,557	0.0265

7. Resolution: The re-appointment of PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) and PricewaterhouseCoopers as the domestic and international auditors respectively, of the Company for the year 2016 and authorization of the Board to fix their remuneration

   Type of Shareholders	For		Against
   	Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
   A Share	5,490,093,576	99.9960	219,800	0.0040
   H Share	1,166,402,946	99.9908	106,900	0.0092
   Total ordinary shares:	6,656,496,522	99.9951	326,700	0.0049

   Result of consideration: passed Voting Results:

8. Resolution: The amendments to both the articles of association of the Company and appendices of those articles as proposed by the Board, and the authorization to the secretary to the Board to, on behalf of the Company, transact all relevant matters in relation to such amendments regarding any applications, approvals, disclosure, registrations and filings (including wording amendments as requested by the regulatory authorities)

Type of Shareholders	For		Against
	Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
A Share	5,489,658,976	99.9881	654,400	0.0119
H Share	1,165,644,446	99.9452	639,000	0.0548
Total ordinary shares:	6,655,303,422	99.9806	1,293,400	0.0194

Result of consideration: passed Voting Results:

9. Voting details on material issues by A-share shareholders individually or jointly holding less than 5% interests of the Company's total shares

   No.	Name of Resolutions	For		Against
   		Number of votes (Share)	Percentage (%)	Number of votes (Share)	Percentage (%)
   4	2015 Profit Distribution Plan of the Company	30,038,576	99.0935	274,800	0.9065

10. Explanation in relation to the voting results of the resolutions

Resolution nos. 1-6 are ordinary resolutions and were passed by the affirmative votes representing more than half of the total number of votes held by the attending Shareholders and proxies having valid voting rights.

Resolution no. 7 is a special resolution and was passed by the affirmative votes representing more than two thirds of the total number of votes held by the attending Shareholders and proxies having valid voting rights.

The Company had appointed its international auditor for 2015 financial year, PricewaterhouseCoopers, as the scrutineer of the AGM to monitor the vote-taking procedures. The Company has complied with the voting instructions stipulated by HKSCC Nominees Limited.