CSSC Offshore & Marine Engineering : Revised Proxy Form For Use at the Third Extraordinary General Meeting of 2020 to be held on Friday, 23 October 2020

(a joint stock company with limited liability incorporated in the People's Republic of China)

(H Shares Stock Code: 00317)

Revised Proxy Form

For Use at the Third Extraordinary General Meeting of 2020

to be held on Friday, 23 October 2020

The number of shares to	H shares
which this proxy form
relates(1)

I/We

of									hereby appoint
the Chairman of the Third Extraordinary General Meeting of 2020	or (2)	Mr./Ms.
as my/our	proxy to attend and	vote on behalf of me/us	at the Third Extraordinary General Meeting	of 2020 (the "Meeting") of
CSSC Offshore & Marine Engineering (Group) Company Limited (the "Company") to be held at Conference Room, 15/F,	Marine Tower, 137 Gexin Road,
Haizhu District, Guangzhou, The People's Republic of China at 10:00 a.m. on Friday, 23 October 2020 or at any adjournment thereof.
	No.		Ordinary Resolutions				Voting instruction
					For(3)	Against(3)	Abstained(3)
	To	consider and approve	the resolution in relation to	the	formulation of the

• Management Rules for the Remuneration of the Tenth Session of Directors, Supervisors and Senior Management of the Company

	To consider and approve the resolution in relation to the Supplemental Agreement to 2020 to 2022
2	Framework	Agreement entered into between the Company and China	State Shipbuilding
Corporation Limited relating to the Continuing Connected Transactions and the transactions
	contemplated thereunder including the Revised Annual Caps
No.		Ordinary resolutions adopting cumulative voting		Number of vote(s) (Note 6)

3.00 To consider and approve the resolutions in relation to the election of directors of the Company

3.01 To consider and approve the resolution in relation to the election of Mr. Han Guangde as an executive director of the Company

3.02	To consider and approve the resolution in relation to the election of Mr. Chen Liping
as an executive director of the Company

3.03 To consider and approve the resolution in relation to the election of Mr. Sheng Jigang as an executive director of the Company

3.04 To consider and approve the resolution in relation to the election of Mr. Xiang Huiming as an executive director of the Company

3.05 To consider and approve the resolution in relation to the election of Mr. Chen Zhongqian as a non-executive director of the Company

3.06 To consider and approve the resolution in relation to the election of Mr. Chen Ji as a non- executive director of the Company

3.07	To consider and approve the resolution in relation to the election of Mr. Gu Yuan as
a non-executive director of the Company

4.00 To consider and approve the resolutions in relation to the election of independent non- executive directors of the Company

4.01	To consider and approve the	resolution in	relation to	the	election of Mr. Yu Shiyou
as an independent non-executive director of the Company
4.02	To consider and approve the	resolution in	relation to	the	election of	Mr. Lin	Bin as
an independent non-executive director of the Company
4.03	To consider and approve the	resolution in	relation to	the	election of	Mr. Nie	Wei as
an independent non-executive director of the Company

4.04 To consider and approve the resolution in relation to the election of Mr. Li Zhijian as an independent non-executive director of the Company

5.00 To consider and approve the resolutions in relation to the election of supervisors of the Company

5.01 To consider and approve the resolution in relation to the election of Mr. Chen Shuofan as a supervisor of the Company

5.02	To consider and approve the	resolution in	relation to	the election of	Ms. Chen Shu as
a supervisor of the Company
5.03	To consider and approve the	resolution in	relation to	the election of	Mr. Zhu Weibin
as a supervisor of the Company
Signature of Appointor(4):				Identity card number of Appointor:
Number of shares held by Appointor:					Shareholder account	number of Appointor:
Signature of Proxy:					Identity card number	of Proxy:
Date of appointment:					2020

Notes:
1.	Please fill in the number of shares registered under your name and to which the proxy relates. If no such number is filled, this form of proxy will be deemed to relate
	to all the shares in the Company registered under your name.

2. Please delete "the Chairman of the Third Extraordinary General Meeting of 2020 or" and insert the name of proxy appointed if the chairman of the meeting is not appointed as your proxy.

3.

If you wish to vote for any resolution, please tick in

the

box marked "For". If

you wish to

vote against any resolution, tick in

the

box marked "Against". If

you

wish

to abstain from voting on any resolution, tick in the

box

marked "Abstained". Failure to

tick a

box

will entitle your proxy to

cast your vote at

his/her discretion. The

shares abstained will be counted in the calculation of

the required majority. If

no

direction is

given, your proxy may vote at his/her discretion. Unless you

direct in

the proxy form, the proxy will also be entitled to vote at

his/her discretion for any

resolution duly put to the Meeting other than those set out

in the

notice of the

Meeting.

You should give your opinion as any one of the following: "For", "Against" or "Abstained". Any vote which

is

not

filled or filled

wrongly or

with

unrecognizable writing

or not cast will be deemed as having waived your voting rights, and the corresponding poll will be counted as "Abstained".

4.

The form of proxy must be signed by you or your attorney duly authorized in

writing, or if

the shareholder is

a

company, signed either under seal or under the

hand

of an officer or attorney duly authorized.

5.

In order to be valid, please lodge this proxy form together with the notarized power of

attorney or

other documents of authorization (if any) under which it

is signed

(in case of holders of A shares) to the Company's registered address not less than 24

hours

before

the

time

scheduled

for

the

holding

of

the

Meeting

(or

any

adjournment thereof). Holders of H-shares must deliver completed proxy forms and other authorization documents (if any) to

the Company's H-share registrars, Hong

Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road

East,

Wan

Chai,

Hong

Kong,

not

less

than

24 hours

before

the

time

scheduled for the holding of the Meeting "Closing Time".(or any adjournment thereof).

6. Explanation of the voting method for electing directors, independent non-executive directors and supervisors using the cumulative voting system

1. The election of director candidates, the election of independent non-executive director candidates, and the election of supervisor candidates at the general meeting shall be numbered as resolution groups, respectively. Investors should vote for each candidate under each resolution group.
2. The number of declared shares represents the number of votes in the election. For each resolution group, for each share held by shareholders, the total

	number of votes equal to the number of directors or supervisors to be	elected under the resolution group. If a shareholder holds	100 shares of a listed company,
	10 directors should be elected at the general meeting, and there are 12 director candidates, then the shareholder has 1,000 votes for the election resolution group of
	the Board.
(3)	Shareholders shall vote within the limit of the	number of	votes of	each resolution group. Shareholders can vote according to	their own wishes. They can vote
	for one candidate in a centralized manner, or	they can	vote for	different candidates in any combination. After the voting is	over, number of votes received

will be calculated for each resolution, respectively.

1. Example:
   A listed company held a general meeting and adopted the cumulative voting system to re-elect the board of directors and the Supervisory Committee. 5 directors should be elected from 6 director candidates, 2 independent non-executive directors should be elected from 3 independent non-executive director candidates and 2 supervisors should be elected from 3 supervisor candidates, the matters requiring voting are as follows:

Cumulative voting resolution

4.00

Resolution in relation to the election of directors

Number of vote(s)

4.01 E.g. Chen ...

4.02 E.g. Zhao ...

4.03 E.g. Jiang ...

...... ......

4.06 E.g. Song ...

5.00

Resolution in relation to the election of independent non-executive directors

Number of vote(s)

5.01 E.g. Zhang ...

5.02 E.g. Wang ...

5.03 E.g. Yang ...

6.00

Resolution in relation to the election of supervisors

Number of vote(s)

6.01 E.g. Li ...

6.02 E.g. Chen ...

6.03 E.g. Wang ...

An investor holds 100 shares of the company at the close of the equity registration day and adopts the cumulative voting system. He (she) has 500 voting rights in the resolution 4.00 "Resolution in relation to the election of directors", 200 voting rights in resolution 5.00 "Resolution in relation to the election of independent non-executive directors" and 200 voting rights in resolution 600 "Resolution in relation to the election of supervisors".

The investor can vote on the resolution 4.00 according to his/her wishes with a limit of 500 votes. He (she) can vote for	one candidate with 500 votes in a
centralized manner, or can vote for any candidate according to any combination.
As shown in the table:
				Number of vote(s)
	No.	Name of resolution	Method 1	Method 2	Method 3	Method...
	4.00	Resolution in relation to the election of directors	-	-	-	-
	4.01	E.g. Chen	500	100	100
	4.02	E.g. Zhao	0	100	50
	4.03	E.g. Jiang	0	100	200
	......	......	...	...	...
	4.06	E.g. Song	0	100	50

1. Attention: A shareholder who has not yet lodged the proxy form for the Third Extraordinary General Meeting of 2020 enclosed with the notice of the shareholders' meeting of the Company dated 28 August 2020 (the "First Proxy Form") with the Company or the Company's H share registrar is requested to lodge this proxy form (the "Revised Proxy Form") if he/she/it wishes to appoint proxy/proxies to attend the Third Extraordinary General Meeting of 2020 on its/his/her/its behalf. In this case, the First Proxy Form should not be lodged with the Company or the Company's H share registrar.
2. Attention: A shareholder who has lodged the First Proxy Form with the Company or the Company's H share registrar should note that:
3. 1. the completed Revised Proxy Form will be treated as the valid proxy form lodged by such shareholder.
   2. if such shareholder fails to lodge the Revised Proxy Form with the Company or the Company's H share registrar, Hong Kong Registrars Limited, the lodged First Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received.

1. any Revised Proxy Form which is lodged with the Company or the Company's H share registrar after the Closing Time shall be invalid. Any vote that may be cast by the purported proxy/proxies (whether appointed under the First Proxy Form or the Revised Proxy Form) will not be counted in any poll taken on a proposed resolution. Accordingly, shareholders are advised to lodge the Revised Proxy Form before the Closing Time.

9. Shareholders are reminded that completion and return of the Revised Proxy Form will not preclude them from attending and voting in person at the Third Extraordinary General Meeting of 2020 or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.