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 First Extraordinary General Meeting for the Year 2023

Therelatingnumberto thisandproxytype formof Shares [(Note][1)]

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 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 first extraordinary general meeting of the Company for the year 2023 (the “ EGM ”) to be held at 9 a.m. on Friday, 20 October 2023 at A67, Ande Road, Xicheng 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 First Extraordinary General Meeting for the Year 2023 and Closure of Register of Members 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.

			Ordinary Resolutions		For(Note 5)	For(Note 5)	Against(Note 5)	Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)
		1.	To consider and approve the proposed appointment of Mr. YU Renming as a non-executive Director of the Fourth
			Session of the Board
		2.	To consider and approve the proposed appointment of Mr. ZHAO Jinsong as an independent non-executive	Director
			of the Fourth Session of the Board
			Special Resolutions
		3.	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
		4.	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
		5.	To consider and approve the proposed amendments to the Rules and Procedures for the Board Meetings of
			SINOPEC Engineering (Group) Co., Ltd. (the “Rules and Procedures for the Board 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 Board 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 Board Meetings at the EGM
	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 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 EGM will act as your proxy. A shareholder entitled to attend and vote at the EGM 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 EGM 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 EGM.

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 EGM, 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 A67, Ande Road, Xicheng 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.