Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2015

Sep 15, 2015

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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 Third Extraordinary General Meeting for the Year 2015

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

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

beingH Share(s)/Domesticthe holder(s) of Share(s) [(Note][3)] of RMB1.00 each in the capital of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) now appoint[(Note][4)] (us)(I.D.atNo.:the third extraordinary generalTel.meetingNo.: of the Company for the) /yearthe chairman2015 (the of“ EGM the meeting”) to be heldas myat(our)9:00 a.m.proxyontoFriday,attend 30andOctobervote for2015me at V-Continent Beijing Parkview Wuzhou Hotel, 8 Beisihuan Zhong Lu, 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 Third Extraordinary General Meeting for the Year 2015 and Closure of Register of Members for H Shares dated 14 September 2015. 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 14 September 2015.

		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 2016,
		2017 and 2018, respectively, and to authorise Mr. YAN Shaochun, the executive
		Director and the President, 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 28 August 2015,
		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 2016, 2017 and 2018, respectively, and to authorise Mr.
		YAN Shaochun, the executive Director and the President, 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 28 August 2015, 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. ZHANG Jianhua as
		a non-executive Director of the Second Session of the Board
	4.	To consider and approve the proposed appointment of Mr. LI Guoqing as a
		non-executive Director of the Second Session of the Board
	5.	To consider and approve the proposed appointment of Mr. LU Dong as an
		executive Director of the Second Session of the Board
	6.	To consider and approve the proposed appointment of Mr. YAN Shaochun as an
		executive Director of the Second Session of the Board
	7.	To consider and approve the proposed appointment of Mr. HUI Chiu Chung,
		Stephen as an independent non-executive Director of the Second Session of the
		Board
	8.	To consider and approve the proposed appointment of Mr. JIN Yong as an
		independent non-executive Director of the Second Session of the Board
	9.	To consider and approve the proposed appointment of Mr. YE Zheng as an
		independent non-executive Director of the Second Session of the Board
	10.	To consider and approve the proposed appointment of Ms. DENG Qunwei as a
		Supervisor of the Second Session of the Supervisory Committee
	11.	To consider and approve the proposed appointment of Mr. ZHOU Yingguan as
		a Supervisor of the Second Session of the Supervisory Committee
	12.	To consider and approve the proposed appointment of Mr. WANG Guoliang as
		a Supervisor of the Second Session of the Supervisory Committee
	13.	To consider and approve the proposed appointment of Mr. WANG Cunting as a
		Supervisor of the Second Session of the Supervisory Committee

(Note 6)

Signature(s):

Date:

* For identification purposes only.

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 Tower B, No. 19, Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC for holders of Domestic Shares and Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for holder of H Shares not less than 24 hours before the time designated for holding of the EGM.