Yanchang Petroleum International LimitedHKEX: 346

Form of proxy for the special general meeting to be held on thursday, 19 december 2019 or any adjournment thereof

· Issued by Yanchang Petroleum International Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 00346)

FORM OF PROXY

FOR THE SPECIAL GENERAL MEETING TO BE HELD ON THURSDAY, 19 DECEMBER 2019 OR ANY ADJOURNMENT THEREOF (THE "SGM")

I/We1 of

being the registered holder(s) of2ordinary shares of HK$0.02 each

in the share capital of Yanchang Petroleum International Limited (the "Company") hereby appoint the Chairman of the SGM or3

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the SGM to be held at Admiralty and The Peak Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 19 December 2019 at 3:30 p.m. or at any adjournment thereof (as the case may be) on the undermentioned resolution as indicated and if no such indication is given as my/our proxy thinks fit.

ORDINARY RESOLUTION

FOR4

AGAINST4

1.

To

approve, confirm and ratify the Loan Agreement and transactions

contemplated thereunder.

2.

To

approve, confirm and ratify the New Supply Agreement (including the

Proposed Annual Caps) and the transactions contemplated thereunder.

Signature:

Date:

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).
  3. If a proxy other than the Chairman is preferred, strike out "the Chairman of the SGM or" and insert the name and address of the person proposed to be appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE
    INITIALLED BY THE PERSON WHO SIGNS IT.
  4. Please indicate with a tick in the relevant box how you wish the proxy to vote on behalf. If this form of proxy is returned without any indication, you will be deemed to have authorised your proxy to vote or abstain from voting as he thinks fit.
  5. Any member entitled to attend and vote is entitled to appoint a proxy(ies) to attend instead of him and to vote on a poll. A proxy need not be a member of the Company.
  6. If the appointor is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised on that behalf.
  7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
  8. To be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed must be completed and deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).
  9. Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the SGM if you so wish. If you attend and vote at the SGM in person, the authority of your proxy will be revoked.

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