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SINOPEC Engineering : NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2014 AND CLOSURE OF REGISTER OF MEMBERS

03/29/2015 | 07:50pm US/Eastern
35021018

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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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 2014 AND CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") for the year 2014 of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Chaoyang District, Beijing, the PRC at 9 a.m. on Monday,
18 May 2015 for the purposes of considering and, if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated 30 March 2015 (the "Circular").

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 2014;
(2) to consider and approve the report of the Supervisory Committee for the year 2014; (3) to consider and approve the audited financial statements for the year 2014;
(4) to consider and approve the proposed final dividend distribution plan for the year 2014;
(5) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2015;
(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 the proposed authorisation to the Board to fix their remuneration for the year 2015;

* For identification purposes only.

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(7) to consider and approve the proposed business operation plan, investment plan and financial budget for the year 2015; and
(8) to consider and approve the proposed appointment of a Supervisor.

By way of special resolutions:

(1) to consider and approve the proposed grant of a general mandate to the Board to repurchase
Domestic Shares and/or H Shares; and
(2) to consider and approve the proposed grant of a general mandate to the Board to issue 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 (www.hkex.com.hk) and the website of the Company (www.segroup.cn).
By Order of the Board

SINOPEC ENGINEERING (GROUP) CO., LTD. SANG Jinghua

Vice President and Secretary to the Board

Beijing, PRC
30 March 2015

As at the date of this notice, the executive Directors are LU Dong, YAN Shaochun, SUN Lili (employee representative Director) and WU Derong (employee representative Director); the non-executive Directors are ZHANG Jianhua and LI Guoqing; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.

Notes:

ATTENDEE OF THE AGM

1. Eligibility and Registration Procedures for Attending the AGM
(a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Saturday, 18 April 2015 to Monday, 18 May 2015 (both days inclusive).
(b) Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company at the close of business on Saturday, 18 April 2015 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM.
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(c) H Shareholders who wish to attend the AGM shall lodge their share certificates accompanied by the transfer documents with the Company's share registrar of H Shares before 4:30 p.m. on Friday, 17 April 2015 for registration.
(d) 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 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.
(e) Domestic Shareholders and H Shareholders intending to attend the AGM should return the reply slip for attending the AGM to the Company on or before Tuesday, 28 April 2015.
(f) Shareholders may send the above reply slip to the Company in person, by post or by fax.
2. Proxy
(a) A Shareholder eligible to attend and vote at the AGM is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the form of proxy 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.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised together with the completed form of proxy must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Ltd. 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 AGM.
(d) A Shareholder or his/her/its proxy may exercise the right to vote by poll.
3. Closure of Register of Members for H Shares regarding Final Dividend
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 Saturday, 23 May 2015 to Thursday, 28
May 2015 (both days inclusive). In order to qualify for the Final Dividend, H shareholders shall lodge their share certificates accompanied by the transfer documents with the Company's share registrar of H Shares before 4:30 p.m. on Friday, 22 May 2015.
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4. Miscellaneous
(a) The AGM will not last for more than one working day. Shareholders who attend the AGM
shall bear their own travelling and accommodation expenses.
(b) The address of the Company's share registrar of H Shares, Computershare Hong Kong Investor Services Ltd., is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
(c) The place of business of the Company is at:
Tower B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC Post Code: 100101
Telephone No.: (+86) 10 6499 8114
Facsimile No.: (+86) 10 6499 8599
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