Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2015

Jan 19, 2015

**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 (the “SGM”) to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central on Tuesday, 10 February 2015 at 10:00 a.m. (or at any adjournment thereof)

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 SGM OR (Note c)

of

to act as my/our proxy (Note c) to attend for me/us at the SGM, as convened by the Company, to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central on Tuesday, 10 February 2015 at 10:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolution as set out in the notice convening the SGM and at the SGM to vote on behalf of me/us and in my/our name(s) in respect of the said resolution as indicated below, or, if no such indication is given, as my/ our proxy thinks fit.

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

ORDINARY RESOLUTION FOR AGAINST

1. “ THAT

(a) (i) the Acquisition Agreement dated 30 December 2014 (as defined in the circular of the Company dated 20 January 2015 (the “ Circular ”)) entered into between (i) Sinopec Corp. (as defined in the Circular) as vendor, and (ii) Sinomart Development (as defined in the Circular) as purchaser, in relation to the sale and purchase of the entire equity interest in Yu Ji Pipeline Company (as defined in the Circular) at the consideration of RMB2,576,881,100 (the “ Acquisition ”), copy of which has been produced at the SGM marked “A” and signed by the chairman of the SGM for identification purpose, together with particulars described in the Circular (a copy of which has been produced at the SGM marked “B” and signed by the chairman of the SGM for the purpose of identification) be and is hereby approved, confirmed and ratified;

• (ii) all the transactions contemplated under the Acquisition Agreement be and are hereby approved, confirmed and ratified; and

• (iii) any one director of the Company (the “ Director(s) ”) (or where execution under the common seal of the Company is required, any two Directors or any one Director and any one secretary of the Company) be and is/are hereby authorised to do such acts and execute such other documents and/or deeds with or without amendments and/or take all such steps as he/she may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Acquisition;”

• (b) (i) the Company’s entering into the Natural Gas Transmission Services Framework Master Agreement (as defined in the Circular) be and is hereby approved, confirmed and ratified;

• (ii) the proposed annual caps for the provision of natural gas pipeline transmission services under the Natural Gas Transmission Services Framework Master Agreement for each of the three financial years ending 31 December 2017 be and are hereby approved, confirmed and ratified; and

  • (iii) any one Director (or where execution under the common seal of the Company is required, any two Directors or any one Director and any one secretary of the Company) be and is/are 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 as he/she may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Natural Gas Transmission Services Framework Master Agreement;” and

• (c) (i) the Company’s entering into the Yu Ji Pipeline Financial Services Framework Master Agreement (as defined in the Circular) be and is hereby approved, confirmed and ratified;

  • (ii) the proposed annual caps for the deposits services placed by Yu Ji Pipeline Company under the Yu Ji Pipeline Financial Services Framework Master Agreement for each of the three financial years ending 31 December 2017 be and are hereby approved, confirmed and ratified; and

  • (iii) any one Director (or where execution under the common seal of the Company is required, any two Directors or any one Director and any one secretary of the Company) be and is/are 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 as he/she may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Yu Ji Pipeline Financial Services Framework Master Agreement.”

2015

Dated the

day of

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

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) Aproxy,proxypleaseneed deletenot bethea memberwords “of THE the CHAIRMAN Company. If you OF THE wish to SGM appoint OR ”someand insertpersontheothernamethanandtheaddressChairmanof theof thepersonSGMappointedas your proxy in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM 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 the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the SGM other than those set out in the notice convening the SGM.

• (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/her 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 Level 22 Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible, and in any event not later than forty-eight (48) hours before the time appointed for the holding the SGM or any adjourned meeting thereof (as the case may be).

• (h) Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM if you so wish.

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

• For identification purpose only