Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2016

Dec 2, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of the shareholders (the “ Shareholders ”) of Sinopec Kantons Holdings Limited (the “ Company ”) will be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 22 December 2016 at 10:00 a.m. and at any adjournment thereof for the purposes of considering and, if thought fit, passing (with or without amendments) each of the following resolutions as an ordinary resolution:

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 2 December 2016.

ORDINARY RESOLUTIONS

1. “ THAT

• (i) the entering into of the New Sinopec Guangzhou Branch Framework Master Agreement be and is hereby approved;

• (ii) the proposed annual caps for the New Sinopec Guangzhou Branch Framework Master Agreement for the three financial years ending 31 December 2019 be and are hereby approved; 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 New Sinopec Guangzhou Branch Framework Master Agreement.”

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2. “ THAT

• (i) the entering into of the New Sinopec Finance Financial Services Framework Master Agreement be and is hereby approved;

• (ii) the proposed annual caps for the New Sinopec Finance Financial Services Framework Master Agreement for the three financial years ending 31 December 2019 be and are hereby approved; 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 New Sinopec Finance Financial Services Framework Master Agreement.”

1. “ THAT

   • (i) the entering into of the New Century Bright Financial Services Framework Master Agreement be and is hereby approved;

   • (ii) the proposed annual caps for the New Century Bright Financial Services Framework Master Agreement for the three financial years ending 31 December 2019 be and are hereby approved; 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 New Century Bright Financial Services Framework Master Agreement.”

4. “ THAT

• (i) the entering into of the New Natural Gas Transmission Services Framework Master Agreement be and is hereby approved;

• (ii) the proposed annual caps for the New Natural Gas Transmission Services Framework Master Agreement for the two financial years ending 31 December 2019 be and are hereby approved; and

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• (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 New Natural Gas Transmission Services Framework Master Agreement.”

5. “ THAT

• (i) the entering into of the New Gas Storage Framework Master Lease Agreement be and is hereby approved;

• (ii) the proposed annual caps for the New Gas Storage Framework Master Lease Agreement for the two financial years ending 31 December 2019 be and are hereby approved; 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 New Gas Storage Framework Master Lease Agreement.”

6. “ THAT

• (i) the entering into of the New Services Outsourcing Framework Master Agreement be and is hereby approved;

• (ii) the proposed annual caps for the New Services Outsourcing Framework Master Agreement for the two financial years ending 31 December 2019 be and are hereby approved; 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 New Services Outsourcing Framework Master Agreement.”

“7. THAT

• (i) the entering into of the New Yu Ji Pipeline Financial Services Framework Master Agreement be and is hereby approved;

• (ii) the proposed annual caps for the New Yu Ji Pipeline Financial Services Framework Master Agreement for the two financial years ending 31 December 2019 be and are hereby approved; and

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• (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 New Yu Ji Pipeline Financial Services Framework Master Agreement.”

1. “ THAT

   • (i) the entering into of the Yu Ji Compression Project Framework Master Agreement be and is hereby approved; and

   • (ii) 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 Compression Project Framework Master Agreement.”

By order of the Board of Sinopec Kantons Holdings Limited Chen Bo Chairman

Hong Kong, 2 December 2016

Principal office in Hong Kong:

34/F, Citicorp Centre 18 Whitfield Road Causeway Bay Hong Kong

Notes:

1. The resolutions proposed at the SGM are subject to the approval by the Independent Shareholders and will be voted by way of poll.

2. Any Shareholder entitled to attend and vote at the SGM (or at any adjournment thereof) convened by the above notice is entitled to appoint one or more proxy(ies) to attend and vote instead of him/her in accordance with the provisions of the Bye-laws of the Company. A proxy need not be a Shareholder.

3. 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 of attorney 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 of the meeting (or at any adjournment thereof).

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1. The Register of Members of the Company will be closed from 16 December 2016 to 22 December 2016 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify to attend the meeting, all share transfer accompanied by the relevant share certificates must be lodged with 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 for registration no later than 4:00 p.m. on 15 December 2016.

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

Executive Directors:

Mr. Chen Bo (Chairman)

Mr. Xiang Xiwen (Deputy Chairman)

Mr. Dai Liqi

Independent Non-Executive Directors:

Ms. Tam Wai Chu, Maria Mr. Fong Chung, Mark Dr. Wong Yau Kar, David

• Mr. Li Jianxin

• Mr. Wang Guotao

Mr. Ye Zhijun (Managing Director)

• For identification purposes only

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