Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2023

Aug 20, 2023

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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 H Shares Class Meeting for the Year 2023

Thethis proxynumberformof [(Note] H Shares [1)] relating to

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

of

being the holder(s) of

H Share(s) [(Note][3)] of RMB1.00 each in the capital of SINOPEC Engineering (Group) Co., Ltd. (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) at the second H shares class meeting of the Company for the year 2023 (the “ H Shares Class Meeting ”) to be held on Friday, 20 October 2023 immediately after the first extraordinary general meeting for the year 2023 and the second domestic shares class meeting for the year 2023 of the Company to be convened and held on the same date and at the same place at A67, Ande Road, Xicheng District, Beijing, the PRC for the purposes of considering and, if thought fit, passing the special resolutions as set out in the Company’s Notice of the Second H Shares Class Meeting for the Year 2023 dated 20 August 2023. 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 20 August 2023.

		Special Resolutions		For(Note 5)	For(Note 5)	Against(Note 5)	Against(Note 5)	Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)
	1.	To consider and approve the proposed amendments to the Articles of Association of SINOPEC Engineering (Group)
		Co., Ltd. (H Share) (the “Articles of Association”), and approve the authorisation to the Board and the
		authorisation from the Board to the chairman of the Board and its delegates to make such amendments to the
		Articles of Association as they deem necessary and appropriate, handle or authorise handling the relevant legal
		procedures necessary for the proposed amendments to the Articles of Association according to the specific
		requirements of the regulatory authorities during the course of approval and filing procedures upon the approval
		of the proposed amendments to the Articles of Association at the EGM and the class meetings
	2.	To consider and approve the proposed amendments to the Rules and Procedures for the Shareholders Meetings of
		SINOPEC Engineering (Group) Co., Ltd. (the “Rules and Procedures for the Shareholders Meetings”), and
		approve the authorisation to the Board and the authorisation from the Board to the chairman of the Board	and its
		delegates to make such amendments to the Rules and Procedures for the Shareholders Meetings as they deem
		necessary and appropriate according to the requirements of the regulatory authorities for amendments upon the
		approval of the proposed amendments to the Rules and Procedures for the Shareholders Meetings at the EGM and
		the class meetings
	Date:	2023 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 H Shares Class Meeting 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 H Shares Class Meeting will act as your proxy. A shareholder entitled to attend and vote at the H Shares Class Meeting may appoint one or more proxies to attend, speak and vote on his/her/its behalf. 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 H Shares Class Meeting in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE SIGNED BY THE SIGNATORY .

5. Attention:“�” in the Ifappropriateyou wish tospacevoteunderFOR “Against”.any resolution,If youpleasewish indicateto ABSTAINwith afrom“�” votingin the appropriateon any resolution,space underplease“For”.indicateIf youwithwisha “�to” invotetheAGAINSTappropriateanyspaceresolution,under “ABSTAIN”,please indicateandwithyoura 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. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those as set out in the notice convening the H Shares Class Meeting.

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 H Shares Class 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 Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time designated for holding the H Shares Class Meeting.

9. For identification purposes only.