Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2013

Nov 18, 2013

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 convened to be held at Salon Rooms 2-3, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Friday, 13 December 2013 at 10:00 a.m.

I/We (Note a) of

being the holder(s) of (Note b) shares of HK$0.10 each of SINOPEC KANTONS HOLDINGS LIMITED (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING OR (Note c) of to act as my/our proxy (Note c) at the special general meeting of the Company to be held at Salon Rooms 2-3, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Friday, 13 December 2013 at 10:00 a.m. and at any adjournment thereof and to vote on my/ our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note d) .

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR	AGAINST
	1.	“THAT
		(a)	the Company’s entering into of the New	Sinopec Guangzhou Branch
			Framework Master Agreement (as defined in the	circular of the Company dated
			18 November 2013 (the “Circular”)) be and is hereby approved;
		(b)	the proposed annual caps for the crude oil jetty services under the New Sinopec
			Guangzhou Branch Framework Master Agreement (as set out in the Circular)
			for each of the three financial years ending 31 December 2016 be and are
			hereby approved; and
		(c)	any Director be and is hereby authorised to do further acts and things, entering
			all such transactions and arrangements, execute such other documents and/or
			deeds and/or take all such steps, which in their		opinion may be	necessary,
			desirable or expedient to implement the New Sinopec Guangzhou Branch
			Framework Master Agreement with such changes as		the Directors may consider
			necessary, desirable or expedient.”
	2.	“THAT
		(a)	the Company’s entering into of the New Unipec Framework Master			Agreement
			(as defined in the Circular) be and is hereby approved;
		(b)	the proposed annual caps for the crude oil supply and sourcing under the New
			Unipec Framework Master Agreement (as set out in the Circular) for each of
			the three financial years ending 31 December 2016 be and are hereby approved;
			and
		(c)	any Director be and is hereby authorised to do further acts and things, entering
			all such transactions and arrangements, execute such other documents and/or
			deeds and/or take all such steps, which in their		opinion may be	necessary,
			desirable or expedient to implement the New Unipec Framework Master
			Agreement with such changes as the Directors		may consider	necessary,
			desirable or expedient.”
	3.	“THAT
		(a)	the Company’s entering into of the New Sinopec		Finance Financial Services
			Framework Master Agreement (as defined in the Circular) be and is hereby
			approved;
		(b)	the proposed annual caps for the intra group financial services under the New
			Sinopec Finance Financial Services Framework Master Agreement (as set out in
			the Circular) for each of the three financial years ending 31 December 2016 be
			and are hereby approved; and
		(c)	any Director be and is hereby authorised to do further acts and things, entering
			all such transactions and arrangements, execute such other documents and/or
			deeds and/or take all such steps, which in their		opinion may be	necessary,
			desirable or expedient to implement the New Sinopec Finance Financial
			Services Framework Master Agreement with such changes as the Directors may
			consider necessary, desirable or expedient.”

* For identification purpose only

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR		AGAINST
	4.	“THAT
		(a)	the Company’s entering into of the New Century Bright Financial Services
			Framework Master Agreement (as defined in the				Circular) be and is hereby
			approved;
		(b)	the proposed annual caps for the deposit services				and settlement and similar
			services under the New Century Bright		Financial Services Framework Master
			Agreement (as set out in the Circular)		for	each of the three financial years
			ending 31 December 2016 be and are hereby			approved; and
		(c)	any Director be and is hereby authorised		to do further acts and things, entering
			all such transactions and arrangements,		execute such other documents and/or
			deeds and/or take all such	steps, which in		their	opinion may be necessary,
			desirable or expedient to implement the New			Century Bright Financial Services
			Framework Master Agreement with such changes as the Directors may consider
			necessary, desirable or expedient.”
	5.	“THAT
		(a)	the Company’s entering into of the New Unipec				Vessel Charter Framework
			Master Agreement (as defined in the Circular) be and is hereby approved;
		(b)	the proposed annual caps	for the vessel chartering services under the New
			Unipec Vessel Charter Framework Master		Agreement (as set out in the Circular)
			for each of the three financial years ending 31 December 2016 be and					are
			hereby approved; and
		(c)	any Director be and is hereby authorised		to do further acts and things, entering
			all such transactions and arrangements,		execute such other documents and/or
			deeds and/or take all such	steps, which in		their	opinion may be necessary,
			desirable or expedient to implement the New			Unipec Vessel Charter Framework
			Master Agreement with such changes as		the	Directors may consider necessary,
			desirable or expedient.”
	6.	“THAT
		(a)	the Company’s entering into of the Batam Construction Project Framework
			Master Agreement (as defined in the Circular) be and is hereby approved; and
		(b)	any Director be and is hereby authorised		to do further acts and things, entering
			all such transactions and arrangements,		execute such other documents and/or
			deeds and/or take all such	steps, which in		their	opinion may be necessary,
			desirable or expedient to implement the Batam Construction Project Framework
			Master Agreement with such changes as		the	Directors may consider necessary,
			desirable or expedient.”
	Dated	the			day of				2013

Shareholder’s signature x x (Notes e, f, g and h)

Notes:

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

• (b) Please insert the number of 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 capital of the Company registered in your name(s).

• (c) Atheproxywordsneed“ THE not CHAIRMAN be a member of OF the THE Company. MEETING If you OR wish” andto insertappointthesomenamepersonand addressother thanof thethe personChairmanappointedof the Meetingproxy inastheyourspaceproxy,provided.please IF delete NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

• (d) IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• (e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• (f) The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• (g) 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 office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible, and in any event not later than 48 hours before the time appointed for the holding the meeting or any adjourned meeting thereof (as the case may be).

• (h) ANY ALTERATION MADE TO THIS FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNED THE FORM.