Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2011

Mar 31, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Sinopec Kantons Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

**SINOPEC KANTONS HOLDINGS LIMITED (中石化冠德控股有限公司) *** (incorporated in Bermuda with limited liability)

(Stock Code: 934)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sinopec Kantons Holdings Limited to be held at Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on 20 May 2011 at 10:00 a.m. is set out on pages 12 to 15 to this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share and transfer office, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

* For identification purpose only

1 April 2011

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

“AGM” the annual 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 20 May 2011 (or any adjournment thereof); “AGM Notice” the notice convening the AGM as set out on pages 12 to 15 to this circular; “associate” shall have the meaning ascribed to that term under Rule 1.01 of the Listing Rules; “Board” the board of Directors or a duly authorised committee of the board of Directors; “Bye-Laws” the Bye-Laws of the Company (as amended from time to time); “Company” Sinopec Kantons Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Stock Exchange; “Companies Act” the Companies Act 1981 of Bermuda (as amended from time to time); “Directors” the directors of the Company for the time being; “General Mandates” the Repurchase Mandate and the Issue Mandate;

“Group” the Company and any entity in which the Company, directly or indirectly, holds any equity interest; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to issue securities not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant ordinary resolution to grant such mandate;

– 1 –

	DEFINITIONS
“Latest Practicable Date”	28 March 2011, being the latest practicable date for
	ascertaining certain information for inclusion in this
	circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Repurchase Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors at the AGM to repurchase the
	Shares not exceeding 10% of the aggregate nominal
	value of the issue share capital of the Company as at
	the date of passing of the relevant ordinary resolution
	to grant such mandate;
“SFO”	Securities and Futures Ordinance of Hong Kong;
“Shareholders”	holders of the Shares;
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share
	capital of the Company;
“Sinopec Corp.”	China Petroleum & Chemical Corporation;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Codes on Takeovers and Mergers of Hong Kong;
	and
“%”	per cent.

– 2 –

LETTER FROM THE CHAIRMAN

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

(incorporated in Bermuda with limited liability)

(Stock Code: 934)

Executive Directors:

Mr. Dai Zhao Ming (Chairman) Mr. Zhu Zeng Qing (Deputy Chairman ) Mr. Zhu Jian Min Mr. Tan Ke Fei Mr. Zhou Feng Mr. Ye Zhi Jun (Managing Director)

Independent Non-executive Directors: Mr. Wong Po Yan Ms. Tam Wai Chu, Maria Mr. Fong Chung, Mark

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal office: 20/F., Office Tower Convention Plaza 1 Harbour Road Wanchai, Hong Kong

1 April 2011

To the Shareholders:

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to present the proposals for and provide the Shareholders with the AGM Notice at which the necessary resolutions will be proposed to consider and, if thought fit, approve, among other things, the grant of the General Mandates and the extension of the Issue Mandate to the Board by the addition of the number of securities of the Company repurchased pursuant to the Repurchase Mandate.

* For identification purpose only

– 3 –

LETTER FROM THE CHAIRMAN

2. GENERAL MANDATES

At an annual general meeting of the Company held on 18 May 2010, resolutions were passed by the Shareholders giving general unconditional mandates to the Directors to issue and allot Shares not exceeding 20 per cent of the aggregate nominal amount of the share capital of the Company in issue on the date of the annual general meeting and to exercise the powers of the Company to repurchase its own Shares, the aggregate nominal amount of which does not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the relevant resolution in accordance with the Listing Rules. These general mandates will lapse at the conclusion of the AGM. It is therefore proposed to renew the General Mandates at the AGM and ordinary resolutions will be proposed to seek the Shareholder’s approval for the granting of the General Mandates to the Directors and to extend the Issue Mandate by an amount representing the aggregate nominal amount of the securities of the Company repurchased by the Company pursuant to and in accordance with the Repurchase Mandate. Accordingly, the Company would be allowed under the Issue Mandate to allot a maximum of approximately 207,366,000 Shares and under the Repurchase Mandate to purchase a maximum of approximately 103,683,000 Shares.

The Issue Mandate and the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in resolutions numbered 6 and 7 set out in the AGM Notice.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate. An explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in the Appendix to this circular.

3. DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, and according to the Bye-Laws, the details of the Directors who will retire at the AGM and proposed to be re-elected at the AGM are as follows:

Dai Zhao Ming

Mr. Dai Zhao Ming, aged 45, chairman of Sinopec Kantons Holdings Limited. Mr. Dai joined Sinopec Guangzhou Petrochemical Complex in August 1990 and served as deputy section chief, section chief, deputy director of Planning Department, and deputy chief economist of Sinopec Guangzhou Petrochemical Complex successively. In December 1996, Mr. Dai served as General Manager of Sinomart KTS Development Co., Ltd., and from March 1998, he served as Managing Director of Sinopec Kantons Holdings Limited. In February 2000, he served as Deputy General Manager of Sinopec Guangzhou Company. From March 2004, he served as Deputy General Manager of China International United Petroleum & Chemicals Co., Ltd (“Unipec”). Since December 2005, Mr. Dai has been serving as General Manager and sole executive

– 4 –

LETTER FROM THE CHAIRMAN

director of Unipec. With working experience of more than 20 years, he has accumulated profound practicing knowledge in company’s integrated planning, refining and petrochemical economy, as well as international finance and international trade. Mr. Dai has been Chairman of Sinopec Kantons Holdings Limited since October 2008. Mr. Dai has entered into a service contract with the Company on 22 October 2008 commencing from 23 October 2008. His term of office is for one year commencing from 23 October 2008 (which is automatically renewed upon expiry for successive terms of one year) unless terminated by not less than three (3) month’ notice in writing served by either party. Mr. Dai unconditionally and irrevocably waived his remuneration stated in his director service agreements to HK$1. The amendment was considered and passed at the meeting of remuneration committee on 19 March 2010 and had been effected from 1 January 2009. In addition, Mr. Dai unconditionally and irrevocably waived his remuneration payable by the group. Mr. Dai may not vote on any resolution of the Directors regarding the amount of the Director’s emoluments payable to him.

Save as disclosed above, Mr. Dai has not held directorships in any other listed public companies in the last three years.

As at the date of this circular and save as disclosed, Mr. Dai does not have any relationships with the Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Dai did not have any interests in Shares within the meaning of Part XV of the SFO.

There is no information relating to Mr. Dai that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

Ye Zhi Jun

Mr. Ye Zhi Jun, aged 45, Managing Director of Sinopec Kantons Holdings Limited. Mr. Ye graduated from the Faculty of Chemical Engineering of Zhejiang University in July 1988, and was research graduate of MBA of Jinan University in December 2001. He has professional qualification of engineer. He worked in Sinopec Guangzhou Petroleum and Chemical Plant after his university studies. He was deputy officer, officer of marketing department of Guangzhou Yinzhu Polypropylene Ltd of Guangzhou Petroleum and Chemical Plant from June 1995 to July 1997; and deputy general manager Guangzhou Yinzhu Polypropylene Ltd of Guangzhou Petroleum and Chemical Plant from July 1997 to September 1999; and deputy manager of sales centre of Sinopec Guangzhou Company from September 1999 to December 2001. Mr. Ye has been the Managing Director of Sinopec Kantons Holdings Limited since January 2002.

– 5 –

LETTER FROM THE CHAIRMAN

Mr. Ye entered into a service contract with the Company for a term of one (1) year commencing from 30 March 2002 renewable automatically for successive terms of one (1) year each commencing from the day next after the expiry of the then current term of the appointment unless terminated by not less than three (3) months’ notice in writing served by either party. Mr. Ye unconditionally and irrevocably waived his remuneration in his director service agreements to HK$1. The amendment was considered and passed at the meeting of remuneration committee on 19 March 2010 and had been effected from 1 January 2009. In addition, Mr. Ye unconditionally and irrevocably waived his remuneration payable by the group. Meanwhile, Mr Ye receives a salary, allowances and benefits-in-kind for providing services as the general manager of a subsidiary of the Company and receives an amount currently expected to be approximately HK$1,358,000 for each financial year. Mr. Ye may not vote on any resolution of the Directors regarding the amount of Director’s emoluments payable to him.

Save as disclosed above, Mr. Ye has not held directorships in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Ye did not have any interests in Shares within the meaning of Part XV of the SFO.

As at the date of this circular and save as disclosed, Mr. Ye does not have any relationships with the Directors, senior management or substantial or controlling shareholders of the Company.

There is no information relating to Mr. Ye that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

Tam Wai Chu, Maria

Miss Tam Wai Chu, Maria, GBS, JP, aged 65, was educated at London University. She qualified as a barrister-at-law at Gray’s Inn, London, and practised in Hong Kong. She was a member of the Preparatory Committee for the Hong Kong Special Administrative Region (PRC) and Hong Kong Affairs Advisor (PRC). She is currently an Independent Non-Executive Director of Guangnan (Holdings) Limited, Minmetals Land Limited, Nine Dragons Paper (Holdings) Limited, Sa Sa International Holdings Limited, Titan Petrochemicals Group Limited, Tong Ren Tang Technologies Co. Ltd. and Wing On Company International Limited, all are listed companies on The Stock Exchange of Hong Kong Limited. And, she is also a Director of Samartian’s Purse Hong Kong Limited and Green Fun Limited. She is a member of Advisory Committee on Corruption and Witness Protection Review Board of Independent Commission Against Corruption of Hong Kong, a member of the Task Group on Constitutional Development of the Commission on Strategic Development. She is a Deputy to the National People’s Congress of The People’s Republic of China and member of the Hong Kong Basic Law Committee. She is also a member of various community services organisations.

– 6 –

LETTER FROM THE CHAIRMAN

Ms. Tam was appointed as an independent non-executive Director for consecutive terms of three (3) years. Ms. Tam is entitled to HK$260,000 as Director’s remuneration annually. Such amount of emoluments is determined by reference to her duties and responsibilities to the Company and the Company’s remuneration policy. Ms. Tam may not vote on any resolution of the Directors regarding the amount of Director’s emoluments payable to her.

Save as disclosed above, Ms. Tam has not held directorships in any other listed public companies in the last three years.

As at the Latest Practicable Date, Ms. Tam did not have any interests in Shares within the meaning of Part XV of the SFO. Ms. Tam has met the independence guidelines as set out in Rule 3.13 of the Listing Rules.

As at the date of this circular and save as disclosed, Ms. Tam does not have any relationships with the Directors, senior management or substantial or controlling Shareholders of the Company.

There is no information relating to Ms. Tam that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need brought to the attention of the Shareholders.

4. AGM

The AGM to be held on 20 May 2011 at 10:00 a.m. (or any adjournment thereof) at Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 12 to 15 to this circular at which resolutions will be proposed to approve (i) the granting of the General Mandates to the Board; (ii) the extension of the Issue Mandate by the addition of the number of securities of the Company repurchased pursuant to the Repurchase Mandate; and (iii) re-election of Directors.

A form of proxy for the AGM is enclosed for the year ended 31 December 2010. Shareholders are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share and transfer office, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the AGM or any adjourned meeting should he so desire.

5. POLLING PROCEDURE

Set out below is the procedure by which shareholders and the chairman of any Shareholders’ meeting may demand a poll pursuant to Bye-Law 73 of the Bye-Laws:

“At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

– 7 –

LETTER FROM THE CHAIRMAN

• (ii) by at least three shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.”

A poll will be demanded by the Chairman of the AGM meeting to transact the ordinary business and to pass the ordinary resolutions in the notice of the AGM.

6. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts not contained in this circular, the omission of which would make any statement in this circular misleading.

7. RECOMMENDATION

The Directors consider that (1) the granting of the General Mandates to the Board; (2) the extension of the Issue Mandate and (3) re-election of Directors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

8. ADDITIONAL INFORMATION

Your attention is drawn to the explanatory statement set out in the Appendix to this circular.

Yours faithfully, For and on behalf of the Board Dai Zhao Ming Chairman

– 8 –

EXPLANATORY STATEMENT

APPENDIX

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own securities on the Stock Exchange subject to certain restrictions.

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Repurchase Mandate to be proposed at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,036,830,000 Shares.

Subject to the passing of the relevant ordinary resolution to approve the grant of the Repurchase Mandate and on the basis that no further Shares are issued, and no Shares are repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to purchase a maximum of approximately 103,683,000 Shares.

2. REASONS FOR SHARE REPURCHASES

The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders as it will give the Company additional flexibility. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company’s securities and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-Laws and the laws of Bermuda.

The Company is empowered by the memorandum of association of the Company and the Bye-Laws to repurchase its Shares.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the financial year ended 2010) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

EXPLANATORY STATEMENT

APPENDIX

4. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the Bye-Laws.

5. CONNECTED PARTIES

No connected person has notified the Company of a present intention to sell Shares to the Company and no such person has undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

6. SHARE PRICE

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange in each of the previous twelve months were as follows:

	**Price per **	Share
	Highest	Lowest
	HK$	HK$
2010
March	5.14	3.55
April	5.74	4.30
May	5.50	3.89
June	4.70	4.14
July	4.29	3.37
August	3.89	3.54
September	3.94	3.12
October	5.09	3.75
November	4.77	3.95
December	4.98	4.35
2011
January	5.06	4.62
February	4.81	4.20
March, up to Latest Practicable Date	5.00	4.05

7. SHARE REPURCHASES MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date.

– 10 –

EXPLANATORY STATEMENT

APPENDIX

8. GENERAL

None of the Directors, to the best of their knowledge having made all reasonable enquiries, or any of their respective associates has any present intention, in the event that the Repurchase Mandate is granted by the Shareholders, to sell any Shares to the Company.

9. EFFECT OF THE TAKEOVERS CODE

If, as the result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert depending on the level of increase of Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders. Save as aforesaid the Board is not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

According to the register of interests in shares and short positions maintained by the Company pursuant to section 336 of the SFO, no substantial Shareholder of the Company will become obliged to make a mandatory offer in the event the Repurchase Mandate is exercised in full. The name of the substantial Shareholder of the Company and the percentage shareholdings held before and after the exercise of the Repurchase Mandate are as follows:

	Before	After
Substantial Shareholder	repurchase	repurchase
Sinopec Kantons International Limited (Note 1)	72.34%	80.37%

Note 1: The entire issued share capital of Sinopec Kantons International Limited is ultimately held by Sinopec group company.

Assuming that no Shares are issued by the Company between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in full will result in less than 25 per cent of the Shares being held by the public. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in public shareholding of less than 25 per cent.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

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

(incorporated in Bermuda with limited liability)

(Stock Code: 934)

NOTICE IS HEREBY GIVEN that the annual general meeting of Sinopec Kantons Holdings Limited (the “Company”) will be held at Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on 20 May 2011 at 10:00 a.m. to transact the following ordinary business:

1. to receive, consider and adopt the audited consolidated financial statements and reports of the directors and auditors for the year ended 31 December 2010;

2. to approve and declare a final dividend;

3. to re-elect directors of the Company;

4. to authorise the directors to fix their remuneration;

5. to appoint the Company’s auditors and to authorise the directors to fix their remuneration;

6. and, as special business, to consider and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any option under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws of the Company in force from time to time, shall not exceed the aggregate of:

• (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution; and

• (ii) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution) and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (d) for the purposes of this Resolution, “Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended) or any other applicable law of Bermuda to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution;

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

1. THAT :

2. (a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or any other stock exchange(s) on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, The Stock Exchange of Hong Kong Limited, the Companies Act 1981 of Bermuda (as amended) and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares which may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly;

4. (c) for the purposes of this Resolution, “Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended) or any other applicable law of Bermuda to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution.

5. THAT the directors of the Company be and they are hereby authorised to exercise the authority referred to in paragraph (a) of Resolution 6 above in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such Resolution.

Note: The above ordinary business and ordinary resolutions will be put to a poll.

By order of the Board Sinopec Kantons Holdings Limited Dai Zhao Ming Chairman

Hong Kong Special Administrative Region of the People’s Republic of China

• 1 April 2011

• For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the Board of Directors comprises of the following:

Executive Directors:

Mr. Dai Zhao Ming (Chairman) , Mr. Zhu Zeng Qing (Deputy Chairman) , Mr. Zhu Jian Min, Mr. Tan Ke Fei, Mr. Zhou Feng, Mr. Ye Zhi Jun (Managing Director)

Independent non-executive Directors:

Mr. Wong Po Yan, Ms. Tam Wai Chu, Maria and Mr. Fong Chung, Mark

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch share registrars, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. In relation to proposed resolutions nos. 6 and 8 above, approval is being sought from the shareholders for the grant to the directors of the Company of a general mandate to authorise the allotment and issue of shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The directors of the Company have no immediate plans to issue any new shares of the Company other than shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

4. In relation to proposed resolution no. 7 above, the directors of the Company wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules will be set out in a separate document to be despatched to the shareholders with the annual report for the year ended 31 December 2010.

5. The Register of Members of the Company will be closed from 16 May 2011, Monday, to 20 May 2011, Friday, (both days inclusive), during which period no transfer of shares can be registered. In order to qualify for the proposed final dividend and to attend the meeting, all share transfer accompanied by the relevant share certificates must be lodged with the branch share registrars of the Company in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on 13 May 2011, Friday.

– 15 –