China BlueChemical Ltd. — Proxy Solicitation & Information Statement 2023

Nov 7, 2023

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3983)

Proxy Form for the First Extraordinary General Meeting of 2023

Number of shares related H shares/domestic to this proxy form [(note 1)] shares [(note 2)]

I/(We) [(note 3)] of being the holder(s) of H Share(s)/Domestic Share(s) [(note 2)] of China BlueChemical Ltd.* (the “ Company ”) now appoint [(note 4)] (I.D. No.: ) of

or failing him, the Chairman of the meeting as my (our) proxy to attend and vote for me (us) on the resolutions in accordance with the instructions below and on my (our) behalf at the extraordinary general meeting (the “ EGM ”) to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Friday, 22 December 2023 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting.

By way of ordinary resolution	By way of ordinary resolution	For(note 5)	Against (note 5)
1.	To consider and approve the entering into of the New Natural Gas Sale and PurchaseFramework Agreement dated 18 October 2023 between the Company and CNOOCInternational Trade and the transactions thereunder, details of which are set out in theCircular; and the Board is hereby authorised to take such actions as are necessary toimplement the New Natural Gas Sale and Purchase Framework Agreement and thetransactions thereunder.
2.	To consider and approve the proposed annual caps for the transactions under the New NaturalGas Sale and Purchase Framework Agreement for the three financial years commencing on 1January 2024 and ending on 31 December 2026 as set out in the Circular; and the Board ishereby authorised to take such actions as are necessary to implement proposed annual caps forthe transactions under the New Natural Gas Sale and Purchase Framework Agreement.
3.	To consider and approve the entering into of the CNOOC Comprehensive Services andProduct Sales Agreement dated 18 October 2023 between the Company and CNOOC and thetransactions thereunder, details of which are set out in the Circular; and the Board is herebyauthorised to take such actions as are necessary to implement the CNOOC ComprehensiveServices and Product Sales Agreement and the transactions thereunder.
4.	To consider and approve the proposed annual caps for the transactions under the CNOOCComprehensive Services and Product Sales Agreement for the three financial yearscommencing on 1 January 2024 and ending on 31 December 2026 as set out in the Circular;and the Board is hereby authorised to take such actions as are necessary to implement theproposed annual caps for the transactions under the CNOOC Comprehensive Services andProduct Sales Agreement.
5.	To consider and approve the entering into of the Fudao Comprehensive Services and ProductSales Agreement dated 18 October 2023 between the Company and Fudao Chemical and thetransactions thereunder, details of which are set out in the Circular; and the Board is herebyauthorised to take such actions as are necessary to implement the Fudao ComprehensiveServices and Product Sales Agreement and the transactions thereunder.
6.	To consider and approve the proposed annual caps for the transactions under the FudaoComprehensive Services and Product Sales Agreement for the three financial yearscommencing on 1 January 2024 and ending on 31 December 2026 as set out in the Circular;and the Board is hereby authorised to take such actions as are necessary to implement theproposed annual caps for the transactions under the Fudao Comprehensive Services andProduct Sales Agreement.

	By way of ordinary resolution			For(note 5)	Against (note 5)
7.	To consider and approve the entering into of the Investment and Wealth ManagementCooperation Framework Agreement dated 18 October 2023 between the Company andZhonghai Trust dated and the transactions thereunder, details of which are set out in theCircular; and the Board is hereby authorised to take such actions as are necessary toimplement the Investment and Wealth Management Cooperation Framework Agreement andthe transactions thereunder.
8.	To consider and approve the proposed annual caps for the transactions under the Investmentand Wealth Management Cooperation Framework Agreement for the three financial yearscommencing on 1 January 2024 and ending on 31 December 2026 as set out in the Circular;and the Board is hereby authorised to take such actions as are necessary to implement theproposed annual caps for the transactions under the Investment and Wealth ManagementCooperation Framework Agreement.
		der and approve the proposed annual caps for the transactions under the Investmentlth Management Cooperation Framework Agreement for the three financial yearscing on 1 January 2024 and ending on 31 December 2026 as set out in the Circular;Board is hereby authorised to take such actions as are necessary to implement the
		annual caps for the transactions under the Investment and Wealth Managementtion Framework Agreement.
9.	To consiauthorisebehalf oremuner	der and approve the appointment of Ms. Shao Lihua as a non-executive Director, toMr. Hou Xiaofeng, the executive Director, to sign the relevant service contract onf the Company with Ms. Shao Lihua, and to authorise the Board to determine heration based on the recommendation by the remuneration committee of the Board.
10.	To consito authorbehalf ofremuner	der and approve the appointment of Mr. Yang Dongzhao as a non-executive Director,ise Mr. Hou Xiaofeng, the executive Director, to sign the relevant service contract on
		the Company with Mr. Yang Dongzhao, and to authorise the Board to determine hisation based on the recommendation by the remuneration committee of the Board.
11.	To consiShareholservice cwhich inhis remu	der and approve the appointment of Mr. Zhang Bing as a Supervisor representing theders, to authorise Mr. Hou Xiaofeng, the executive Director, to sign the relevant
		ontract on behalf of the Company with Mr. Zhang Bing, and to authorise the Board,turn will further delegate to the remuneration committee of the Board to determineneration.
Date:2023Signature: (note 4)Notes:(1)Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemedto relate to all the shares in the capital of the Company registered in your name(s).	2023Signature:

• (2) Please insert the type of shares (domestic shares or H shares) to which the proxy relates. Domestic shares means unlisted shares issued by the Company to domestic investors for subscription in Renminbi; H shares means overseas listed foreign shares.

• (3) Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in BLOCK LETTERS .

• (4) A shareholder of the Company (the “ Shareholder ”) entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a Shareholder. Where a Shareholder has appointed more than one proxy to attend the meeting, such proxies may only vote on a poll.

  • The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her attorney duly authorised in writing. If the Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorised attorney(s). If that instrument is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

To be valid, this proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Company’s Secretary Office of the Board in China (Address: Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC) (in respect of holders of domestic shares) not less than 24 hours (i.e., by 9:00 a.m., Thursday, 21 December 2023) before the time fixed for holding the meeting. In order to be valid, the said documents together must be lodged at the Company’s H share registrar within the above-mentioned period by holders of H shares. Completion and return of this proxy form will not preclude a shareholder from attending and voting in person at the meeting if she/he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (5) IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick the box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the EGM other than those referred to in the notice convening the EGM.

• (6) Shareholders who intend to attend the meeting in person or by proxy should return the reply slip in person, by post or by fax to the Company’s Secretary Office of the Board in China (for holders of domestic shares) or Computershare Hong Kong Investor Services Limited (for holders of H shares) on or before Saturday, 2 December 2023. The address of the Company’s Secretary Office of the Board in China is Room 1707, Kaikang CNOOC Mansion, No.15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC (Tel: 0086-010-84527250, Fax: 0086-010-84527254, Post code: 100029). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (7) In order to determine the list of shareholders who are entitled to attend and vote at the EGM, the register of members will be closed from 22 November 2023 to 22 December 2023 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for attendance at the EGM, all instruments of transfer, accompanied by the relevant H share certificates, must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 21 November 2023. Shareholders whose names appear on the register of members of the Company on 22 December 2023 are entitled to attend the EGM.

• (8) Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.

• (9) The EGM is expected to last not more than one day. Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.

• For identification purpose only