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CK Life Sciences Int'l., (Holdings) Inc. Proxy Solicitation & Information Statement 2012

Aug 26, 2012

49461_rns_2012-08-26_83090d77-dfb0-49c4-b62e-fec1fe9b46c3.pdf

Proxy Solicitation & Information Statement

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

(Stock Code: 0386)

Proxy Form for the First Extraordinary General Meeting for the Year 2012

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Number of Shares related to this proxy form [(Note][1)]

I (We) [(Note][2)] : of

being the holder(s) of H Share(s)/domestic Share(s) [(Note][3)] of RMB1.00 each of China

Petroleum & Chemical Corporation (“ Sinopec Corp. ”) now appoint [(Note][4)]

(I.D. No.: of Tel. No.: )/ the chairman of the meeting as my (our) proxy to attend and vote for me (us) on the following resolutions in accordance with the instruction(s) below and on my (our) behalf at the first extraordinary general meeting of Sinopec Corp. for the year 2012 (“ EGM ”) to be held at 9:00 a.m. on Tuesday, 16 October 2012 at Crowne Plaza Beijing Parkview Wuzhou hotel, 8 North Si Huan Zhong Road, Chaoyang District, Beijing, the People’s Republic of China and at any adjournment thereof, for the purpose of considering and, if thought fit, passing those resolutions as set out in the notice convening the EGM. In the absence of any instruction(s), the proxy may vote for or against the resolutions at his own discretion.

Ordinary Resolutions For(Note 5) Against(Note 5)
1 To consider and approve the following resolution:
“THAT, as set out in the circular dated 24 August 2012 issued by
Sinopec Corp. to its shareholders (the “Circular”):
(a) the
Renewal
of
Major
Continuing
Connected
Transactions
(including
the
relevant
proposed
caps)
and
the
Non-Major
Continuing
Connected
Transactions
(including
the
relevant
proposed caps) for the three years ending on 31 December 2015
be and are hereby approved;
(b) the
Continuing
Connected
Transactions
Third
Supplemental
Agreement entered into between Sinopec Corp. (on behalf of
itself and its subsidiaries) and China Petrochemical Corporation
(on behalf of itself and members of the Sinopec Group) be and is
hereby approved, ratified and confirmed;
(c) Mr. Wang Xinhua, the Chief Financial Officer of Sinopec Corp.,
be and is hereby authorized to sign or execute such other
documents or supplemental agreements on behalf of Sinopec
Corp. and to take all such actions pursuant to the relevant board
resolutions as necessary or desirable.”
2 To consider and approve the Zhong Ke Guangdong refinery integration
project (the “Refinery Project”) as set out in the Circular and to
authorise Mr. Wang Tianpu, Vice Chairman of the Board of Directors of
Sinopec Corp. and President of Sinopec Corp. to take all necessary
actions in relation to the Refinery Project, including but not limited to
the formulation and execution of all the necessary legal documents.
Special Resolution For(Note 5) Against(Note 5)
3 To consider and approve the proposed amendments to the articles of
association of Sinopec Corp. as set out in the Circular and to authorise
the secretary to the Board of Directors of Sinopec Corp. to, on behalf of
Sinopec
Corp.,
deal
with
all
procedural
requirements
such
as
applications, approvals, registrations and filings in relation to the
proposed amendments to the articles of association (including cosmetic
amendments as requested by the regulatory authorities).

Date:

2012

(Note 6)

Signature(s):

Notes:

  1. Please insert the number of share(s) registered in your name(s) relating to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all of the shares in the capital of Sinopec Corp. registered in your name(s).

  2. Please insert full name(s) and address(es) in BLOCK LETTERS.

  3. Please delete as appropriate.

  4. Please insert the name and address of your proxy. If this is left blank, the chairman of the EGM will act as your proxy. One or more proxies, who may not be member(s) of Sinopec Corp., may be appointed to attend and vote in the EGM provided that such proxies must attend the meeting in person on your behalf. Any alteration made to his proxy form must be signed by the signatory.

  5. Attention: If you wish to vote FOR the resolution, please indicate with a “�” in the appropriate space under “For”. If you wish to vote AGAINST the resolution, please indicate with a “�” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM. According to the articles of association of Sinopec Corp., as for the unpolled vote or abstention, Sinopec Corp. will not treat it as the vote with voting right when calculating the voting result of this matter.

  6. This proxy form must be signed under hand by you or your attorney duly authorised on your behalf. If the appointor is a legal person, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.

  7. In case of joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

  8. This proxy form together with the power of attorney or other authorization document(s) which have been notarised must be delivered, in the case of holders of domestic shares (A shares), to Sinopec Corp. at the Sinopec Corp. General Administrative Office (Board Secretariat), 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, the People’s Republic of China or, in the case of holders of H Shares, to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at least 24 hours before the time designated for the holding of the EGM.