Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2021

Sep 8, 2021

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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 2021

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[[1)]]
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The number and type of Shares relating to this proxy form [(Note][[1)]]

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

being the holder(s) of H Share(s)/Domestic Share(s) [(Note] 3) of RMB1.00 each in the capital of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) now (Note 4) appoint

(I.D. No.: Tel. No.:

)/the chairman of the meeting as my (our) proxy to attend and vote

for me (us) at the first extraordinary general meeting of the Company for the year 2021 (the “ EGM ”) to be held at 10 a.m. on Friday, 22 October 2021 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 the Second Extraordinary General Meeting for the Year 2021 and Closure of Register of Members for H Shares dated 7 September 2021. 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 announcement dated 23 August 2021.

	Ordinary Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	to consider and approve the terms under the Financial Services Framework
	Agreement, the continuing connected transactions thereunder and the proposed
	annual caps in respect thereof for each of the years ending 31 December 2022,
	2023 and 2024, respectively, and to authorise Mdm. SUN Lili, the Chairwoman,
	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 20 August 2021, so as to effect this resolution
	and make any changes as he deems necessary, desirable or expedient
2.	to consider and approve the terms under the Engineering and Construction
	Services Framework Agreement, the continuing connected transactions
	thereunder and the proposed annual caps in respect thereof for each of the years
	ending 31 December 2022, 2023 and 2024, respectively, and to authorise Mdm.
	SUN Lili, the Chairwoman, 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 20 August 2021,
	so as to effect this resolution and make any changes as he deems necessary,
	desirable or expedient
3.	to consider and approve the proposed appointment of Mdm. SUN Lili as an
	executive Director of the Fourth Session of the Board
4.	to consider and approve the proposed appointment of Mr. XIANG Wenwu as an
	executive Director of the Fourth Session of the Board
5.	to consider and approve the proposed appointment of Mr. WANG Zizong as a
	non-executive Director of the Fourth Session of the Board
6.	to consider and approve the proposed appointment of Mr. LI Chengfeng as a
	non-executive Director of the Fourth Session of the Board
7.	to consider and approve the proposed appointment of Mr. WU Wenxin as a
	non-executive Director of the Fourth Session of the Board
8.	to consider and approve the proposed appointment of Mr. JIANG Dejun as an
	executive Director of the Fourth Session of the Board
9.	to consider and approve the proposed appointment of Mr. HUI Chiu Chung,
	Stephen, as an independent non-executive Director of the Fourth Session of the
	Board
10.	to consider and approve the proposed appointment of Mr. YE Zheng, as an
	independent non-executive Director of the Fourth Session of the Board

			Ordinary Resolutions			For(Note 5)	For(Note 5)		Against(Note 5)	Against(Note 5)	Against(Note 5)		Abstain(Note 5)	Abstain(Note 5)
		11.	to consider and approve the proposed appointment of Mr.	JIN Yong, as	an
			independent non-executive Director of the Fourth Session of	the Board
		12.	to consider and approve the proposed appointment of Mr. ZHU Fei as a
			Supervisor of the Fourth Session of the Supervisory Committee
		13.	to consider and approve the proposed appointment of Mr. ZHANG Xinming as
			a Supervisor of the Fourth Session of the Supervisory Committee
		14.	to consider and approve the proposed appointment of Mr. ZHOU Yingguan as
			a Supervisor of the Fourth Session of the Supervisory Committee
		15.	to consider and approve the proposed appointment of Mr. ZHOU Chengping as
			a Supervisor of the Fourth Session of the Supervisory Committee
			Special Resolutions			For(Note 5)			Against(Note 5)				Abstain(Note 5)
		16.	to consider and approve the proposed amendments to the Articles of Association
			(H Shares) of SINOPEC Engineering (Group) Co., Ltd. (the “Articles”), and		the
			authorization to Mdm. SUN Lili, the Chairwoman, to, on behalf of		the
			Company, deal with all procedural requirements such	as applications,
			approvals, registration and filings in relation to the proposed amendments to		the
			Articles (including the amendments to wording as requested by relevant
			regulatory authorities)
		17.	to consider and approve the proposal to amend the Rules and Procedures for		the
			Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.
		18.	to consider and approve the proposal to amend the Rules and Procedures for		the
			Meetings of the Supervisory Committee of SINOPEC Engineering (Group) Co.,
			Ltd.
		19.	to consider and approve the proposal to amend the Rules of Audit Committee
			of SINOPEC Engineering (Group) Co., Ltd.

Date: , 2021 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 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/her/its 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. Attention: If you wish to vote FOR any resolution, please indicate with a “�” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “�” in the appropriate space under “Against”. If you wish to ABSTAIN from voting on any resolution, please indicate with a “�” in the appropriate space under “ABSTAIN”, and your voting will be counted in the total number 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 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/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 of the EGM.

9. For identification purposes only.