Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2024

Sep 12, 2024

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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 2024

The number and type of Sharesproxy formrelating [(Note] to [1)] this 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.in accordanceNo.: with the following instructionsTel.at theNo.:first extraordinary general meeting of)/thethechairmanCompanyofforthethemeetingyear 2024as my(the(our)“ EGM proxy”) totobeattendheldandat 2votep.m.foronmeFriday,(us) 8 November 2024 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 2024 and Closure of Register of Members for H Shares dated 11 September 2024. 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 11 September 2024.

	Ordinary Resolutions	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 2025, 2026				and 2027, respectively, and
to approve to authorise Mr. JIANG Dejun, the Chairman, 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 16		August 2024, 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 2025, 2026 and
2027, respectively, and to approve to authorise Mr. JIANG Dejun,					the Chairman, 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 16
August 2024, 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 Mr. JIANG				Dejun as an executive
Director of the Fifth Session of the Board;
4. to consider and approve the proposed appointment of Mr. ZHANG Xinming as an executive
Director of the Fifth Session of the Board;
5. to consider and approve the proposed appointment of Mr. XIANG Wenwu as a non-
executive Director of the	Fifth Session of the	Board;
6. to consider and approve the proposed appointment of Mr. LI Chengfeng as a non-executive
Director of the Fifth Session of the Board;
7. to consider and approve the proposed appointment of Mr. YU Renming as a non-executive
Director of the Fifth Session of the Board;
8. to consider and approve	the proposed appointment of Mr. DUAN Xue as an independent
non-executive Director of the Fifth Session of the Board;
9. to consider and approve	the proposed appointment of Mr. YE Zheng as an independent
non-executive Director of the Fifth Session of the Board;
10. to consider and approve the proposed appointment of Mr. ZHAO Jinsong as an independent
non-executive Director of the Fifth Session of the Board;
11. to consider and approve the proposed appointment of Mr.			BU Fanyong as a Supervisor of
the Fifth Session of the Supervisory Committee;
12. to consider and approve the proposed appointment of Mr. WU Defei as a Supervisor of the
Fifth Session of the Supervisory Committee;
13. to consider and approve the proposed appointment of Mr.			HAN Weiguo as a Supervisor of
the Fifth Session of the Supervisory Committee;
14. to consider and approve the proposed appointment of Mr. SHA Yu					as a Supervisor of the
Fifth Session of the Supervisory Committee;
15. to consider and approve the proposed appointment of Mr. ZHOU Yingguan as a Supervisor
of the Fifth Session of the Supervisory Committee.

(Note 6)

Signature(s):

, 2024

Date:

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, speak 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. pleaseAttention: If you wish to vote FOR any resolution, please indicate with a “indicate with a “�” in the appropriate space under “Against”. If you�” in the appropriate space under “For”. If you wish to vote AGAINST any resolution,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. 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 corporation.

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 to the exclusion of votes of other joint holder(s).

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 (i.e. before 2 p.m. on 7 November 2024, Hong Kong time).

9. For identification purposes only