Sinopec Engineering Group Co Ltd. — AGM Information 2020

Mar 22, 2020

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中石化煉化工程（集團）股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

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

(Stock Code: 2386)

Proxy Form for the Annual General Meeting for the Year 2019

Therelatingnumberto thisandproxytype formof Shares [(Note][1)] H Share(s)/Domestic Share(s) [(Note][3)] of RMB1.00 each in the capital of SINOPEC Engineering (Group) Co., Ltd. Tel. No.: ) / the chairman of the meeting as my (our) proxy to attend and vote

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

being the holder(s) of

(the “ Company ”) now appoint [(Note][4)] (I.D. No.: Tel. No.: ) / the chairman of the meeting as my (our) proxy to attend and vote for me (us) as hereunder at the annual general meeting of the Company for the year 2019 (the “ AGM ”) to be held at 9:00 a.m. on Friday, 8 May 2020 at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC for the purposes of considering and, if thought fit, passing the resolutions as set out in the Company’s Notice of Annual General Meeting for the Year 2019 and Closure of Register of Members for H Shares dated 23 March 2020. In the absence of any instruction(s), the proxy may vote for or against the resolutions at his/her own discretion. In this proxy form, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 23 March 2020.

		Ordinary Resolutions			For (Note 5)	For (Note 5)	Against (Note 5)	Abstain (Note 5)	Abstain (Note 5)
	1.	To consider and approve the report of the Board for the year 2019
	2.	To consider and approve the report of the Supervisory Committee for the year 2019
	3.	To consider and approve the audited financial statements for the year 2019
	4.	To consider and approve the final dividend distribution plan for the	year 2019
	5.	To consider and approve the authorisation to the Board to determine the interim profit distribution plan of the
		Company for the year 2020
	6.	To consider and approve the business operation plan, investment plan and financial budget for the year 2020
	7.	To consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO
		Limited as the domestic auditor and the international auditor of the	Company for the year 2020, respectively, to
		hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the
		Board to fix their remuneration for the year 2020
		Special Resolutions
	1.	To consider and approve the amendments to the Articles and the authorisation to the Board (which will authorise
		the chairman of the Board or his delegates) to deal with all procedural requirements (such as applications,
		approvals, registration and filings) in relation to the amendments to the Articles (including amendments to wordings
		as requested by the relevant regulatory authorities)
	2.	To consider and approve the amendments to the Rules and Procedures for the Shareholders Meetings and the
		authorisation to the Board (which will authorise the chairman of the Board or his delegates) to deal with all
		procedural requirements (such as applications, approvals, registration	and filings) in relation to the amendments to
		the Rules and Procedures for the Shareholders Meetings (including amendments to wordings as requested by the
		relevant regulatory authorities)
	3.	To consider and approve the amendments to the Rules and Procedures	for the Board Meetings and the authorisation
		to the Board (which will authorise the chairman of the Board or his delegates) to		deal with all procedural
		requirements (such as applications, approvals, registration and filings) in relation to the amendments to the Rules
		and Procedures for the Board Meetings (including amendments to wordings as requested		by the relevant regulatory
		authorities)
	4.	To consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares
	5.	To consider and approve the grant of a general mandate to the Board to issue Domestic Shares and/or H			Shares
	Date:			Signature(s):					(Note 6)

Notes:

1. Please insert the number and type of share(s) registered under 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 the Company registered under your name(s).

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

3. Please insert the number of shares registered under your name(s) and delete as appropriate. If no number is inserted, this proxy form will be deemed to relate to all of the shares in the capital of the Company registered under your name(s).

4. If any proxy other than the chairman of the AGM is preferred, please delete the words “ the chairman of the meeting ” and insert the name and address of the proxy desired in the space provided. If this is left blank, the chairman of the AGM will act as your proxy. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his/her/its behalf. Such proxies may only exercise their voting rights in a poll. A proxy needs not be a shareholder of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE SIGNED BY THE SIGNATORY .

5. spaceAttention:underIf “Against”.you wish toIfvoteyou FORwish anyto ABSTAINresolution,frompleasevotingindicateon anywithresolution,a “�” in thepleaseappropriateindicatespacewith aunder“�” in“For”.the appropriateIf you wish spaceto vote AGAINST anyunder “Abstain”, resolution,and your votingpleasewillindicatebe countedwith a “in�”theintotalthe appropriatenumber of votes cast in that resolution for the purpose of calculating the result of that resolution. In the absence of any such indication, the proxy will vote or abstain at his/her discretion. Any invalid vote or any waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution.

6. This proxy form must be signed under hand by you or your attorney duly authorised in writing on your behalf. If the appointor is a legal person, this form must be signed under its common seal or under hand by any director(s) or agent(s) duly appointed by such legal person.

7. In the case of joint holders of shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the meeting in person or by proxy, the vote of the person, whose name stands first in the register of members of the Company in respect of such share shall be accepted.

8. To be valid, the power of attorney or other authorisation document(s) which have been notarised, together with the completed proxy form, must be delivered to the place of business of the Company at Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC 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 the AGM.

• For identification purposes only