Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2011

Dec 14, 2011

**SINOPEC KANTONS HOLDINGS LIMITED (中石化冠德控股有限公司) ***

(incorporated in Bermuda with limited liability)

(Stock Code: 934)

PROXY FORM

Form of proxy for use by shareholders at the Special General Meeting to be held at Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Saturday, 31 December 2011 at 10:00 a.m. and at any adjournment thereof.

I/We[(note][1)]

of

being the registered holder(s) of[(note][2)] shares of HK$0.10 each in the capital of Sinopec Kantons

Holdings Limited (“the Company”), HEREBY APPOINT[(note][3)]

of

or failing him, the chairman of the meeting, to act for me/us as my/our proxy at the Special General Meeting of the Company to be held at Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Saturday, 31 December 2011 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/ our proxy thinks fit[(note][4)] .

			Ordinary Resolutions				For	Against	Against	Against
		1.	To approve the Acquisition Agreements	and the		transactions
			contemplated thereunder.
		2.	To approve the proposed Rights Issue of which	the structure and terms
			are set out in the circular issued by the Company to the			Shareholders
			dated 14 December 2011.
		3.	To grant a general mandate to the Directors	to allot,		issue, grant,
			distribute or otherwise deal with additional shares of the		Company, not
			exceeding twenty per cent. of the issued share	capital of		the Company
			at the date of this Resolution (as adjusted).
		4.	To approve the Increase in Authorized Share Capital.

Dated this day of 2011 Shareholder’s Signature[(note][5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of the shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. Unless otherwise defined, terms used herein shall bear the same meanings as defined in the Notice of the Special General Meeting.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” . Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or in the case of a corporation must be either under its common seal or under the hand of an officer or attorney duly authorised.

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

8. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

9. Any member entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. 11. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

11. # The full text of the Ordinary Resolutions is set out in the Notice of the Special General Meeting dated 14 December 2011.

* For identification purpose only