Anton Oilfield Services Group — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Anton Oilfield Services Group, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

ANTON 安東

安東油田服務集團

Anton Oilfield Services Group

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3337)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE AND BUY-BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Anton Oilfield Services Group to be held at No. 8 Pingcui West Road, Donghuqu Chaoyang District, Beijing on Tuesday, 27 May 2025 at 2 p.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.antonoil.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish.

25 April 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION ... 8
APPENDIX II - EXPLANATORY STATEMENT ON THE PROPOSED SHARE BUY-BACK MANDATE ... 12
NOTICE OF ANNUAL GENERAL MEETING ... 15

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"
the annual general meeting of the Company to be held at No. 8 Pingcui West Road, Donghuqu Chaoyang District, Beijing on Tuesday, 27 May 2025 at 2 p.m. or any adjournment thereof, the notice of which is set out on pages 15 to 19 of this circular

"Articles of Association"
the existing memorandum and articles of association of the Company

"Board"
the board of directors of the Company

"Cayman Companies Act" or "Companies Act"
the Companies Act Cap 22 (Act 3 of 1961 as consolidate and revised) of the Cayman Islands

"Company"
Anton Oilfield Services Group, a company incorporated in the Cayman Islands on 3 August 2007 as an exempted company with limited liability, whose Shares are listed on the Main Board of the Stock Exchange

"Core connected person(s)"
has the meaning ascribed to it under the Listing Rules

"Director(s)"
the director(s) of the Company

"General Mandates"
the Proposed Share Buy-back Mandate and the Proposed Share Issue Mandate

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

"Proposed Share Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy back Shares not exceeding 10 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the Annual General Meeting

"Proposed Share Issue Mandate"
a general mandate proposed to be granted to the Directors to issue Shares and/or to resell treasury shares (subject to compliance with the Listing Rules) not exceeding 20 per cent of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the Annual General Meeting

"Restricted Share Award Scheme"
the Restricted Share Award Scheme adopted by the Company on 30 December 2019 and the details of which are disclosed on the announcement dated 30 December 2019

"Securities and Futures Ordinance" or "SFO"
the Securities and Futures Ordinance, (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

"Share(s)"
ordinary share(s) of nominal value of HK$0.10 each in the capital of the Company

"Share Option Scheme"
the Share Option Scheme adopted by the Company on 26 May 2017 and the details of which are disclosed in the circular dated 25 April 2017

"Shareholder(s)" or "Member(s)"
the holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
The Hong Kong Code on Takeovers and Mergers and Share Buy-backs as amended, supplemented or otherwise modified from time to time

"treasury shares"
has the meaning ascribed to it under the Listing Rules

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LETTER FROM THE BOARD

ANTON 安東

安東油田服務集團

Anton Oilfield Services Group

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3337)

Executive Directors:
Mr. LUO Lin
Mr. PI Zhifeng
Mr. FAN Yonghong

Registered office:
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands

Non-executive Director:
Mr. HUANG Song

Principal place of business
in Hong Kong:
Room 1922, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

Independent non-executive Directors:
Mr. ZHANG Yongyi
Mr. ZHU Xiaoping
Mr. WEE Yiaw Hin
Ms. CHEN Xin

25 April 2025

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES
TO ISSUE AND BUY-BACK SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the Notice of Annual General Meeting and to provide you with information regarding the following proposals to be put forward at the Annual General Meeting: (i) the grant of the Proposed Share Issue Mandate and the Proposed Share Buy-back Mandate; (ii) the extension of the Proposed Share Issue Mandate to include Shares bought back pursuant to the Proposed Share Buy-back Mandate; and (iii) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution will be proposed at the Annual General Meeting to grant the Proposed Share Issue Mandate to the Directors to exercise the authority to allot and issue new Shares in the share capital of the Company and/or to resell treasury shares of the Company (subject to compliance with the Listing Rules) of up to 20 per cent of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the resolution.

As at the Latest Practicable Date, the Company had 2,961,647,855 Shares in issue. Subject to the passing of the ordinary resolution in respect of the Proposed Share Issue Mandate and on the basis that there is no change to the number of issued shares before the Annual General Meeting and the Company does not have any treasury shares, the Company will be allowed to issue a maximum of 592,329,571 Shares under the Proposed Share Issue Mandate. In addition, subject to a separate approval of the ordinary resolution numbered 12 to extend the number of Shares to be issued and allotted under the Proposed Share Issue Mandate by an additional number of Shares bought back by the Company under the Proposed Share Buy-back Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to such general mandate, other than Shares which may fall to be allotted and issued upon the exercise of any options granted under the Share Option Scheme of the Company.

The Proposed Shares Issue Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held according to the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

GENERAL MANDATE TO BUY-BACK SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the Proposed Share Buy-back Mandate to the Directors to exercise the authority to buy back Shares, representing up to 10 per cent of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the resolution in relation to such Proposed Share Buy-back Mandate.

The Proposed Share Buy-back Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

An explanatory statement as required by the Listing Rules in connection with the Proposed Share Buy-back Mandate is set out in Appendix II to this circular. This explanatory statement contains the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 114 of the Articles of Association, Ms. Chen Xin, being an Independent Non-executive director appointed within the year, shall only hold office to the first general meeting. Accordingly, Ms. Chen Xin shall retire at the AGM and, being eligible, shall offer herself for re-election.

In accordance with Article 130 of the Articles of Association, one-third of the Directors shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Luo Lin and Mr. Fan Yonghong shall retire and being eligible, will offer themselves for re-election at the Annual General Meeting. In addition, in accordance with the letters of appointment for three of the Independent Non-executive Directors, namely Mr. Zhang Yongyi and Mr. Zhu Xiaoping, they shall retire and being eligible, will offer themselves for re-election at the AGM. Accordingly, Mr. Luo Lin, Mr. Fan Yonghong, Mr. Zhang Yongyi and Mr. Zhu Xiaoping shall retire and being eligible, will offer themselves for re-election at the forthcoming annual general meeting (the "AGM") of the Company.

Each of Mr. Zhang Yongyi and Mr. Zhu Xiaoping has been serving as an independent non-executive Director for more than nine years. Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, (a) having served the Company for more than nine years could be relevant to the determination of an independent non-executive director's independence; and (b) if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of each of Mr. Zhang Yongyi and Mr. Zhu Xiaoping shall be approved by the Shareholders by way of separate resolutions at the Annual General Meeting.

The Nomination Committee will give consideration to a number of factors as set out in the Board Diversity Policy before making recommendation to the Board on re-appointment of retiring Directors. The factors including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, industry experience, skills, knowledge and length of service. Mr. Zhang Yongyi has extensive experiences in the oil & gas industry and petroleum industry, respectively, and Mr. Zhu Xiaoping has extensive knowledge in corporate finance. The Nomination Committee found their experience and performance are satisfactory and they have made valuable contribution to the Board. The Nomination Committee has also assessed the independence of each of the independent non-executive Directors. Mr. Zhang Yongyi and Mr. Zhu Xiaoping have confirmed their independence to the Company pursuant to Rule 3.13 of the Listing Rules and the Nomination Committee considered that each of Mr. Zhang and Mr. Zhu remains independent, taking into consideration their independent scope of works and they are independent in accordance with the terms of the guidelines under Rule 3.13 despite that they have been serving the Company for more than nine years. In addition, the Nomination Committee is satisfied that each of Mr. Zhang Yongyi and Mr. Zhu Xiaoping is a person of integrity and stature, independent in character and judgment. Each of them is also independent of the management and free from any business or other relationships or

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LETTER FROM THE BOARD

circumstances which could materially interfere with the exercise of his independent judgment. During their years of appointment, Mr. Zhang Yongyi and Mr. Zhu Xiaoping have demonstrated their ability to provide an independent view on the Company's matters. The Nomination Committee found their experience and performance are satisfactory and valuable contribution to the diversity of the Board, notwithstanding their years of service.

Therefore, the Nomination Committee nominated the retiring Directors, namely Mr. Luo Lin, Mr. Fan Yonghong, Mr. Zhang Yongyi, Mr. Zhu Xiaoping and Ms. Chen Xin to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting. Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the retiring Directors stand for re-election as Directors at the Annual General Meeting.

The biographical details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 22 May 2025 to Tuesday, 27 May 2025 both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 21 May 2025.

For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from 2 June 2025 (Monday) to 4 June 2025 (Wednesday), both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 30 May 2025 (Friday).

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 15 to 19 of this circular is the Notice of the Annual General Meeting at which ordinary resolutions will be proposed to the Shareholders to consider and approve, inter alia, (i) the grant of the Proposed Share Issue Mandate and the Proposed Share Buy-back Mandate; (ii) the extension of the Proposed Share Issue Mandate to include Shares bought back pursuant to the Proposed Share Buy-back Mandate; and (iii) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.antonoil.com). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the Notice of Annual General Meeting be taken by way of poll pursuant to Article 90 of the Memorandum and Articles of Association.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each share registered in his/her name in the register. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for (i) the grant of the Proposed Share Issue Mandate and the Proposed Share Buy-back Mandate; (ii) the extension of the Proposed Share Issue Mandate to include Shares bought back pursuant to the Proposed Share Buy-back Mandate; and (iii) the re-election of the retiring Directors, are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

Anton Oilfield Services Group

LUO Lin

Chairman

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

Save as disclosed herein, none of these Directors (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years; (ii) holds any other positions with the Company and its subsidiaries; and (iii) has any relationship with any Directors, senior management, substantial or controlling Shareholders.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to these Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

DIRECTOR CANDIDATES

LUO Lin (羅林) (“Mr. Luo”), aged 57, is the Chairman and the founder of the Group, fully responsible for the Group’s development strategy, innovation launch, strategic resource management, fully support the Group’s work, focusing on supporting the development of major projects. Prior to establishing the Group, Mr. Luo worked at the Tarim Basin from 1992 to 1999. Mr. Luo has 33 years of experience in the petroleum industry. He has an Executive Master of Business Administration (EMBA) degree from Tsinghua University and a bachelor’s degree in well bore engineering from Southwest Petroleum Institute (西南石油學院). Mr. Luo is also a certified lawyer and a chartered accountant in the PRC.

Mr. Luo has entered into service agreement with the Company for a term of three years, subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. As the executive director, Mr. Luo is entitled to receive a remuneration of approximately RMB5,000,000 per annum as determined by the Board with reference to the prevailing market conditions and his responsibility in the Company.

Mr. Luo is member of the Nomination Committee and Remuneration Committee of the Company respectively.

Mr. Luo is the founder of the Loles Trust, which is indirectly interested in the entire issued share capital of Pro Development Holdings Corp., which in turn is interested in 664,140,740 shares of the Company as at the Latest Practicable Date, representing approximately $22.42\%$ interest in the Company. Mr. Luo and his family members are the beneficiaries of the Loles Trust. Mr. Luo also holds 88,196,668 shares of the Company in the capacity of a beneficial owner, of which 11,833,333 shares were granted but not vested under the Restricted Share Award Scheme. Save as disclosed above, Mr. Luo does not have any other interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

FAN Yonghong (范永洪) (“Mr. Fan”), aged 54, is the Executive Director, the President and Chief Technology Officer of the Company, and is responsible for daily operations of the Company and its technical construction, including operation management, product research and development, technical cooperation and development, market business, and human resource management. Mr. Fan joined the Group in 2004, and was responsible for the setup and technical construction of the well service business and the management of business clusters of the Group. Prior to joining the Group, Mr. Fan was employed by PetroChina Tarim Oilfield Company (中石油塔里木油田分公司) between 1991 and 2004. He has 34 years of experience in the petroleum industry. Mr. Fan has an Executive Master of Business Administration (EMBA) degree from China Europe International Business School (CEIBS).

Mr. Fan has been appointed as Executive Director of the Company on 16 April 2019 and is a member of the ESG (Environmental, Social and Governance) Committee of the Company. He has entered into a service contract with the Company for a term of three years commencing from 16 April 2022, which may be terminated by not less than three months' notice in writing served by either party on the other. Mr. Fan is entitled to receive a Director's remuneration of approximately RMB4,043,000 per annum as determined by the Board with reference to the prevailing market conditions and his responsibility in the Company.

As at the Latest Practicable Date, Mr. Fan was interested in 27,100,000 shares of the Company pursuant to Part XV of the SFO, representing approximately 0.91% interest in the Company, of which 7,500,000 shares were granted but not vested under the Restricted Share Award Scheme. Save as disclosed above, Mr. Fan does not have any other interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

CHEN Xin (陳欣) (“Ms. Chen”), aged 57, is an independent non-executive director of China Merchants Securities Co., Ltd. a company listed on the Shanghai Stock Exchange (stock code: 600999) and The Stock Exchange of Hong Kong Limited (stock code: 6099)). She served as a member of the Executive Committee and the Head of China market of Banque Internationale à Luxembourg S.A. from April 2022 to April 2023. From January 2015 to March 2022, she successively served as the head of the preparatory group of London Branch, the chief representative of London Representative Office and the General Manager of London Branch of Shanghai Pudong Development Bank (a company listed on the Shanghai Stock Exchange (stock code: 600000)). Ms. Chen served as a deputy section chief of the Reserve Management Division of the Foreign Exchange Business Department (外匯業務司儲備管理處), section chief of the Clearing Division of the Reserve Management Department (儲備管理司清算處) of SAFE (the State Administration of Foreign Exchange), dealer of the dealing room of the People's Bank of China Representative Office for Europe, section chief of the Risk Management Division (風險管理處), deputy head of the Comprehensive Division (綜合處), head of the Internal Audit Division & Human Resource Division (內部審計處兼人力資源處) of the Reserve Management Department of SAFE, the head and chief dealer of the Dealing Room of the People's Bank of China Representative Office for Europe, General Manager of China Huaou Investment Company Limited (中國華歐投資有限公司) (Ginkgo Tree Investment Co., Ltd (銀杏樹投資有限公司)), deputy head of the preparatory group and the deputy CEO of

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Agricultural Bank of China (UK) Ltd. Ms. Chen Xin obtained a bachelor’s degree in international accounting from Tianjin University of Finance and Economics in July 1991 and a master’s degree in business administration from the University of Westminster in the United Kingdom in February 2002.

Ms. Chen was appointed as independent non-executive director of the Company on 27 December 2024 and entered into an appointment letter for a term of three years, subject to termination in accordance with the terms of this appointment letter. Ms. Chen shall be entitled to a fixed annual remuneration of RMB287,000 and may be granted restricted shares or options based on the Company’s compensation and incentive policies and the Company’s operating performance for the year. Such remuneration shall be determined by the Board from time to time by the recommendation from the Remuneration Committee with reference to her duties and responsibilities.

Ms. Chen is the chairman of the ESG (Environmental, Social and Governance) Committee of the Company.

As at the Latest Practical Date, Ms. Chen did not hold any interest in the shares or underlying shares of the Company pursuant to Part XV of the SFO.

ZHANG Yongyi (張永一) (“Mr. Zhang”), aged 88, is the Independent Non-executive Director of the Company. Mr. Zhang has extensive experience in the petroleum industry. Mr. Zhang was appointed as the Deputy General Manager of CNPC in 1992. Prior to this, he had taught in the Southwest Petroleum Institute (西南石油學院) for more than 32 years. Mr. Zhang was appointed as Chairman of the Supervisory Committee for State-owned Large and Medium Enterprises (國有大中型企業監事會主席) in 2000 and appointed by the State Council of the PRC as inspector (國務院積察特派員) in 1998.

Mr. Zhang was appointed as Independent Non-executive Director on 17 November 2007. The letter of appointment of Mr. Zhang has been renewed by the Company for a term of one year commencing from 9 January 2025, which may be terminated by not less than three months’ notice in writing served by either party on the other. Mr. Zhang is entitled to receive a Director’s remuneration of approximately RMB287,000 per annum as determined by the Board with reference to the prevailing market conditions and his responsibility in the Company.

Mr. Zhang is chairman of the Nomination Committee of the Company and member of Audit Committee of the Company respectively.

As at the Latest Practical Date, Mr. Zhang was interested in 3,140,000 shares of the Company pursuant to Part XV of the SFO, representing 0.10% interest in the Company, of which 925,000 shares were granted but not vested under Restricted Share Award Scheme. Save as disclosed above, Mr. Zhang does not have any other interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

ZHU Xiaoping (朱小平) (“Mr. Zhu”), aged 76, is the Independent Non-executive Director of the Company. Mr. Zhu has extensive experience in corporate finance and is currently an Accounting Professor of the Renmin University of China (中國人民大學). He served as the Director of the China Accounting Society (中國會計學會理事) and Director of the China Audit Society (中國審計學會理事).

Mr. Zhu was appointed as Independent Non-executive Director on 17 November 2007. The letter of appointment of Mr. Zhu has been renewed by the Company for a term of one year commencing from 9 January 2025, which may be terminated by not less than three months' notice in writing served by either party on the other. Mr. Zhu is entitled to receive a Director's remuneration of approximately RMB287,000 per annum as determined by the Board with reference to the prevailing market conditions and his responsibility in the Company.

Mr. Zhu is chairman of the Audit Committee of the Company and member of Remuneration Committee of the Company respectively.

As at the Latest Practical Date, Mr. Zhu was interested in 1,575,000 shares of the Company pursuant to Part XV of the SFO, representing 0.05% interest in the Company of which 925,000 shares were granted but not vested under Restricted Share Award Scheme. Save as disclosed above, Mr. Zhu does not have any other interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II

EXPLANATORY STATEMENT ON THE PROPOSED SHARE BUY-BACK MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Proposed Share Buy-back Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 2,961,647,855 Shares in issue and the Company did not have any treasury shares. Subject to the passing of the resolution granting the Proposed Share Buy-back Mandate and on the basis that there is no change to the number of issued shares before the Annual General Meeting, the Company will be allowed to buy back a maximum of 296,164,785 Shares which represent 10 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of the resolution.

REASONS AND FUNDING OF THE BUY BACK

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to buy back its Shares on the Stock Exchange. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to buy-back Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as a whole. When exercising the Proposed Share Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury shares. Shares bought back for cancellation may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Shareholders can be assured that the Directors would only make such buy-backs in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.

The Company is empowered by its Articles of Association to buy back its Shares. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and laws of the Cayman Islands. The laws of the Cayman Islands and the Articles of Association provide that payment for a share buy-back may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or subject to the Cayman Companies Art, out of capital of the Company. The amount of premium payable on the buy-back of Shares may only be paid out of either the profits or out of the share premium of the Company or subject to the Cayman Companies Art, out of capital of the Company. In addition, under the laws of the Cayman Islands, payment out of capital by a company for the purchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.

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APPENDIX II

EXPLANATORY STATEMENT ON THE PROPOSED SHARE BUY-BACK MANDATE

The Directors have no present intention to buy back any Shares and they would only exercise the power to buy back Shares in circumstances where they consider that the buy-back would be in the best interests of the Company. The Directors consider that if the Proposed Share Buy-back Mandate were to be exercised in full at the current prevailing market value, it might have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the mandate to buy back Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of the Board’s knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, if the Proposed Share Buy-back Mandate is exercised.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

No core connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Proposed Share Buy-back Mandate is exercised.

If as a result of a buy back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Board are not aware of any consequences which would arise under the Takeovers Code as a result of any buy back of Shares pursuant to the Proposed Share Buy-back Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Board, Mr. Luo Lin was interested in 88,196,668 Shares and derivative interests and was interested indirectly through Pro Development Holdings Corp., in 664,140,740 Shares. Mr. Luo Lin was interested in 752,337,408 shares in aggregate and approximately 25.40 per cent of the existing issued share capital of the Company. In the event that the Proposed Share Buy-back Mandate is

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APPENDIX II

EXPLANATORY STATEMENT ON THE PROPOSED SHARE BUY-BACK MANDATE

exercised in full, the shareholding of Mr. Luo Lin in the Company will be increased to approximately 28.23 per cent of the issued share capital of the Company. To the best knowledge and belief of the Board, such increase would not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. The Board have no present intention to buy back Shares to the extent that it will trigger the obligations under the Takeovers Code for Mr. Luo Lin to make a mandatory general offer.

The Listing Rules prohibit a company from conducting a buy-back on the Stock Exchange if the result of the buy back would be that less than 25 per cent (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to buy back Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Month	Highest traded price HK$	Lowest traded price HK$
2024
April	0.450	0.405
May	0.490	0.420
June	0.510	0.430
July	0.600	0.465
August	0.580	0.500
September	0.570	0.500
October	0.670	0.550
November	0.600	0.540
December	0.620	0.550
2025
January	0.710	0.580
February	0.910	0.650
March	1.170	0.780
April (up to the Latest Practicable Date)	1.190	0.790

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NOTICE OF ANNUAL GENERAL MEETING

ANTON 安東

安東油田服務集團

Anton Oilfield Services Group

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3337)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Anton Oilfield Services Group (the "Company") will be held at 2 p.m. on Tuesday, 27 May 2025 at No. 8 Pingcui West Road, Donghuqu Chaoyang District, Beijing for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements and the reports of the Directors and auditors for the year ended 31 December 2024.
2. To declare a final dividend of RMB0.025 per share for the year ended 31 December 2024.
3. To re-elect Mr. LUO Lin as an executive Director.
4. To re-elect Mr. FAN Yonghong as an executive Director.
5. To re-elect Mr. ZHANG Yongyi as an independent non-executive Director.
6. To re-elect Mr. ZHU Xiaoping as an independent non-executive Director.
7. To re-elect Ms. CHEN Xin as an independent non-executive Director.
8. To authorise the Board to fix the remuneration of the Directors.
9. To re-appoint Deloitte Touche Tohmatsu as auditors and authorise the board of directors to fix their remuneration.
10. To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

"That:

(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the

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NOTICE OF ANNUAL GENERAL MEETING

Company and/or to resell treasury shares of the Company (subject to compliance with the Listing Rules), and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

(iii) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the 20 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of passing this resolution and the said approval shall be limited accordingly;

(iv) for the purpose of this resolution:

(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

(b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

“That:

(i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-back and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), be and is hereby generally and unconditionally approved;

(ii) the total number of shares of the Company, which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of passing of this resolution, and the said approval shall be limited accordingly;

(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors and which are still in effect be and are hereby revoked; and

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NOTICE OF ANNUAL GENERAL MEETING

(iv) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

“That conditional upon the resolutions numbered 10 and 11 set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 10 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted by the directors pursuant to such general mandate by such number of shares bought back by the Company under the authority granted pursuant to ordinary resolution numbered 11 set out in the notice convening this meeting, provided that such amount shall not exceed 10 per cent of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of passing of the said resolutions.”

By order of the Board
Anton Oilfield Services Group
LUO Lin
Chairman

Hong Kong, 25 April 2025

Registered office:
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands

Principal place of business in Hong Kong:
Room 1922, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

(a) Ordinary resolution numbered 12 will be proposed to the shareholders for approval provided that ordinary resolutions numbered 10 and 11 above are passed by the shareholders.

(b) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company.

(c) 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 the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

(d) In order to be valid, a form of proxy must be deposited to the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(e) For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Thursday, 22 May 2025 to Tuesday, 27 May 2025, both days inclusive, during which period no share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 21 May 2025.

(f) For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from 2 June 2025 (Monday) to 4 June 2025 (Wednesday), both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 30 May 2025 (Friday).

(g) In respect of ordinary resolution numbered 3 to 7 above, Mr. Luo Lin, Mr. Fan Yonghong, Mr. Zhang Yongyi, Mr. Zhu Xiaoping and Ms. Chen Xin shall retire and being eligible, will offer themselves for re-election at the above meeting. The biographical details of the above retiring directors are set out in Appendix I to the accompanied circular dated 25 April 2025.

(h) In respect of the ordinary resolution numbered 10 above, the directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate for the purposes of the Listing Rules.

(i) In respect of ordinary resolution numbered 11 above, the directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders. The Explanatory Statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 25 April 2025.

As at the date of this notice, the executive Directors are Mr. LUO Lin, Mr. PI Zhifeng and Mr. FAN Yonghong, the non-executive Director is Mr. HUANG Song and the independent non-executive Directors are Mr. ZHANG Yongyi, Mr. ZHU Xiaoping, Mr. WEE Yiaw Hin and Ms. CHEN Xin.

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