SINOPEC Engineering (Group) Co., Ltd. (A Joint Stock Limited Liability Company Incorporated in the People’S Republic of China)
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Web Proof Information Pack, 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 Web Proof Information Pack. Web Proof Information Pack relating to SINOPEC Engineering (Group) Co., Ltd. (a joint stock limited liability company incorporated in the People’s Republic of China) WARNING This Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and the Securities and Futures Commission solely for the purpose of providing information to the public in Hong Kong. This Web Proof Information Pack is in draft form. The information contained in it is incomplete and is subject to change which can be material. THIS WEB PROOF INFORMATION PACK MAY NOT BE UPDATED UNTIL A PROSPECTUS REGISTERED WITH THE REGISTRAR OF COMPANIES IS ISSUED BY SINOPEC ENGINEERING (GROUP) CO., LTD. (the “Company”), WHICH WILL BE POSTED ON THIS WEBSITE. By viewing this Web Proof Information Pack, you acknowledge, accept and agree with the Company, any of its affiliates, sponsors and advisers, and the members of the underwriting syndicate that: a. this Web Proof Information Pack is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this Web Proof Information Pack; b. the posting of the Web Proof Information Pack or any supplemental, revised or replacement pages on the website of the Hong Kong Stock Exchange does not give rise to any obligation of the Company, any of its affiliates, sponsors, advisers and/or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering and no offer or invitation to the public in Hong Kong is made on the basis of the Web Proof Information Pack; c. the contents of this Web Proof Information Pack or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual prospectus, if any; d. this Web Proof Information Pack may be changed, updated or revised by the Company from time to time and the changes, updates and/or revisions could be material, but each of the Company, any of its affiliates, sponsors, advisers and members of the underwriting syndicate is under no obligation, legal or otherwise, to update any information contained in this Web Proof Information Pack; e. this Web Proof Information Pack does not constitute a prospectus, as defined in section 2(i) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), notice, circular, brochure or advertisement or other document offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; f. this Web Proof Information Pack must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; g. neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this Web Proof Information Pack; h. neither this Web Proof Information Pack nor anything contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever; i. neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Web Proof Information Pack; j. each of the Company and its affiliates, sponsors, advisers or members of the underwriting syndicate expressly disclaims any and all liability on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this Web Proof Information Pack; k. securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws of the United States, or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or any state securities laws of the United States. The securities referred to in this Web Proof Information Pack have not been registered under the U.S. Securities Act or any state securities laws of the United States. The Company does not intend to register the securities under the U.S. Securities Act or any state securities laws of the United States or conduct a public offering in the United States. This Web Proof Information Pack is not an offer of securities for sale in the United States. You confirm that you are accessing this Web Proof Information Pack from outside the United States; and l. as there are many legal restrictions on the distribution of this Web Proof Information Pack or dissemination of any information contained in this Web Proof Information Pack, you agree to inform yourself about and observe any such restrictions applicable to you. THIS WEB PROOF INFORMATION PACK IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNTED STATES WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. NO PUBLIC OFFERING OF ANY SECURITIES WILL BE MADE IN THE UNITED STATES. NEITHER THIS WEB PROOF INFORMATION PACK NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS A PART OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERE SUCH OFFER OR SALE IS NOT PERMITTED. THIS WEB PROOF INFORMATION PACK IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT INTO [AUSTRALIA, CANADA, JAPAN OR THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING HONG KONG)] OR ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED. No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance. If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a prospectus of the Company registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to SINOPEC Engineering (Group) Co., Ltd. extracted from a draft document: • Summary • Definitions • Glossary of Technical Terms • Forward-looking Statements • Risk Factors • Directors, Supervisors and Parties Involved • Corporate Information • Industry Overview • History, Reorganization and Corporate Structure • Business • Regulations • Relationship with Controlling Shareholders • Connected Transactions • Directors, Supervisors, Senior Management and Employees • Substantial Shareholders • Share Capital • Financial Information • Appendix I — Accountants’ Report • Appendix III — List of Material Properties • Appendix IV — Taxation and Foreign Exchange • Appendix V — Summary of Principal Legal and Regulatory Provisions • Appendix VI — Summary of Articles of Association • Appendix VII— Statutory and General Information YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS WEB PROOF INFORMATION PACK. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. SUMMARY This summary aims to give you an overview of the information contained in this document. As this is a summary, it does not contain all the information that may be important to you and is qualified in its entirety by, and should be read in conjunction with, the full text of this document. Information contained in our website, located at www.segroup.cn, does not form part of this document. OVERVIEW We are the leading oil refining, petrochemical and new coal chemical engineering company in the PRC. According to ICIS Consulting, we ranked first both in 2010 and 2011 among all PRC Exploration and Design Enterprises providing services to oil refining and chemical industries based on total revenue, and we ranked among the top 10 global contractors in 2011 based on revenue generated from services provided to oil refining and chemical industries. Leveraging 60 years of industry experience and continual innovation in specialized technologies,