Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 10, 2017

**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 annual general meeting convened to be held at Taishan Room (Level 5), Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 13 June 2017 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) to attend for me/us at the annual general meeting of the Company to be held at Taishan Room (Level 5), Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 13 June 2017 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		FOR		AGAINST
	1.	To	receive, consider and adopt the audited consolidated financial statements and the
		reports of the directors (the “Director(s)”) and auditors of the Company for the year
		ended 31 December 2016
	2.	To	approve and declare a final dividend for the year ended 31 December 2016
	3.	(A)	To re-elect Mr. Chen Bo as an executive Director
		(B)	To re-elect Mr. Ye Zhijun as an executive Director
		(C)	To re-elect Ms. Tam Wai Chu, Maria as an independent non-executive Director
		(D)	To re-elect Dr. Wong Yau Kar, David as an independent non-executive Director
	4.	To	authorise the board of Directors (the “Board”) to fix the Directors’ remuneration
	5.	To	re-appoint Messrs PricewaterhouseCoopers as auditors of the Company and authorise
		the	Board to fix their remuneration
	6.	To	grant a general mandate to the Directors to issue new shares in ordinary resolution
		number 6 as set out in the notice of the meeting
	7.	To	grant a general mandate to the Directors to repurchase shares in ordinary resolution
		number 7 as set out in the notice of the meeting
	8.	To	extend the general mandate granted to the Directors to issue new shares in ordinary
		resolution number 8 as set out in the notice of the meeting
	Dated	the	day of	2017

Shareholder’s signature (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) A CHAIRMAN proxy need OF not THE be a MEETING shareholder OR of the” andCompany.insert theIf nameyou wishand addressto appointof thesomepersonpersonappointedother thanproxytheinChairmanthe space ofprovided.the meeting IF NO as NAME your proxy, IS INSERTED, please delete THE the CHAIRMAN words “ THE 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 holders whose name stands first on the Company’s 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible, and in any event no later than forty-eight (48) hours before the time appointed for holding the meeting (or any adjourned meeting thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (or any adjourned meeting thereof) if you so wish and in such event, such form of proxy shall be deemed to be revoked.

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

• For identification purpose only