Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2025

Mar 16, 2025

SINOPEC

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 Annual General Meeting for the Year 2024

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 in the capital of SINOPEC Engineering (Group) Co., Ltd.

(the "Company") now appoint(Note 4)

(I.D. No.: __, Tel. No.: __, 020-202-1000, 020-202-1001, 020-202-1002, 020-202-1003, 020-202-1004, 020-202-1005, 020-202-1006, 020-202-1007, 020-202-1008)

Ordinary Resolutions		For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	to consider and approve the work report of the Board for the year 2024;
2.	to consider and approve the work report of the Supervisory Committee for the year 2024;
3.	to consider and approve the audited financial report for the year 2024;
4.	to consider and approve the final dividend distribution plan for the year 2024;
5.	to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2025;
6.	to consider and approve the business operation plan, investment plan and financial budget for the year 2025;
7.	to consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company for the year 2025, respectively, to hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2025; and
8.	to consider and approve the appointment of Ms. ZHANG Xuyan as the independent non-executive director of the fifth session of the Board.
Special Resolutions
9.	to consider and approve the plan of application for H Shares Full Circulation in respect of certain domestic unlisted shares of the Company and related authorisations;
10.	to consider and approve the reduction of the registered capital of the Company and amendments to the Articles of Association;
11.	to consider and approve the cap for the amount of parent guarantee for the year 2025; and
12.	to consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares.

Date: ___ 2025

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 AGM 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 AGM will act as your proxy. A shareholder entitled to attend and vote at the AGM 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 needs not be a shareholder of the Company but must attend the AGM 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/its discretion. Any invalid vote or failure to vote shall not be counted as total number of votes for the purpose of calculating the result of that resolution. Your proxy will also be entitled to vote at his/her/its discretion or to abstain on any resolution properly put to the meeting other than those as set out in the notice concerning the AGM.
6. This proxy form must be signed under hand by you or your attorney duly authorised in writing on your behalf. If the appointer 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 AGM, 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, Hopencell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for H Shareholders not less than 24 hours before the time designated for holding the AGM (i.e. before 9 a.m. on 8 May 2025, Hong Kong time).

For identification purposes only