Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2013

Sep 10, 2013

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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 Second Extraordinary General Meeting for the Year 2013

The number and type of Shares relating 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 SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) now appoint [(Note][4)]

Tel. No.:general ) / thethe chairmanyear of(thethe the meeting astomybe mybe (our)held proxy9:00toa.m.attendon toa.m.attendon attendon

and(I.D.voteNo.:for me (us) at the second extraordinaryTel. No.:general meeting of the Company for) / thethe chairmanyear 2013of(thethe “meeting EGM ”)astomybe (our)held atproxy9:00toa.m.attendon Monday, October 28, 2013 at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC for the purposes of considering and, if thought fit, passing the 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. In this form, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company’s circular dated September 10, 2013.

			Ordinary Resolutions	For (Note 5)	For (Note 5)	**Against **	**Against **	(Note 5)	Abstain(Note 5)	Abstain(Note 5)
		1.	To consider and approve the Financial Services Framework Agreement,
			the continuing connected transactions thereunder and the Proposed
			Annual Caps, and to authorize Jia Yiqun, the Company’s Chief Financial
			Officer, to sign relevant documents on behalf of the Company, and do
			such things and take such actions as he deems necessary or desirable in
			accordance with the resolutions of the Board dated August 16, 2013, so as
			to effect this resolution and make any changes as he deems necessary,
			desirable or expedient.
		2.	To consider and approve the proposed 2013 interim dividend distribution
			plan.
		3.	To consider and approve the proposed appointment of Grant Thornton
			(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 to authorize the Board to fix their
			remuneration for the year 2013.
		4.	To consider and approve the proposed 2013 business operation plan,
			investment plan and financial budget plan.
			Special Resolution	For (Note 5)		**Against **		(Note 5)	Abstain(Note 5)
		5.	To consider and approve the Proposed Articles Amendments, and to
			authorize the secretary to the Board and the Company Secretary, on behalf
			of the Company, to deal with all procedural requirements such as
			applications, approvals, registrations and filings in relation to the
			Proposed Articles Amendments (including cosmetic amendments as
			requested by the regulatory authorities).

Date: 2013 Signature(s):

(Note 6)

Notes:

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

4. If any proxy other than the chairman of the EGM 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 EGM will act as your proxy. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. Such proxies may only exercise their voting rights in a poll. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE SIGNED BY THE SIGNATORY.

5. pleaseAttention:indicateIf youwithwisha to“�vote” inFORthe appropriateany resolution,spacepleaseunderindicate“Against”.with aIf“�you” inwishthe appropriateto ABSTAINspacefromundervoting“For”.on anyIf youresolution,wish to vote AGAINSTplease indicate anywithresolution,a “�” in the appropriate space under “ABSTAIN”. In the absence of any such indication, the proxy will vote or abstain at his discretion.

6. This form of proxy must be signed under hand by you or your attorney duly authorized 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 directors or agents duly appointed by such corporation.

7. In the case of joint holders of shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he 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 on 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 authorization document(s) which have been notarized together with the completed form of proxy must be delivered to the place of business of the Company, Tower B, No. 19 Anyuan, Anhuibeili, Chaoyang District, Beijing. In the case of holders of Domestic Shares, the address is the Company, Tower B, No. 19 Anyuan, Anhuibeili, Chaoyang District, Beijing (or via fax no.: (+86)10 6499 8599), and in the case of holder of H Shares, the address is Computershare Hong Kong Investor Services Ltd., Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time designated for holding of the EGM.