China Oilfield Services Limited — Proxy Solicitation & Information Statement 2011

Jan 21, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your 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 China Oilfield Services Limited (the “Company”), you should at once hand this circular and the form of proxy and the notice of attendance to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the People’s Republic of China as a joint stock limited liability company) (Stock code: 2883)

CHANGE OF USE OF PROCEEDS IN CONNECTION WITH PROPOSED ISSUANCE OF NEW A SHARES AND

NOTICE OF EGM AND H SHARE CLASS MEETING

A letter from the Board is set out on pages 4 to 6 of this circular.

The Company will convene the EGM at 3 p.m. on 8 March 2011 at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC and will convene the H Share Class Meeting at 3:45 p.m. on 8 March 2011 at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC. The relevant notices of meetings are set out on pages 11 to 16 of this circular.

If you intend to attend the EGM and H Share Class Meeting, you should complete and return the relevant reply slips in accordance with the instructions printed thereon as soon as possible.

Whether or not you are able to attend the EGM and H Share Class Meeting, you should complete and return the relevant form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at 65/F., Bank of China Tower, 1 Garden Road, Hong Kong, as soon as possible and in any event not later than 24 hours before the time appointed for holding such meetings or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the EGM and H Share Class Meeting should you so wish.

21 January 2011

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
I.	Change of Use of Proceeds in connection with
	Proposed Issuance of New A Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	The EGM and Class Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
III.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IV.	Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
**Appendix **	II – Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
**Appendix **	III – Notice of the H Share Class Meeting . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “A Share Class Meeting”

• the class meeting for A Share Shareholders to be held on 8 March 2011 to approve, inter alia, the change of the use of proceeds in connection with the A Share Issue

• “A Share Issue” has the meaning as described under the section “Proposed A Share Issue” in the “Letter from the Board” as set out in the circular of the Company dated 11 May 2010

• “A Share Shareholders” the holders of A Shares

• “A Shares”

• the A Shares issued by the Company, with a RMB denominated par value of RMB1.00 each, which are subscribed for and paid up in RMB and are listed on the Shanghai Stock Exchange

• “Articles of Association”

• the articles of association of the Company (as amended from time to time)

• “associates”

• has the meaning ascribed thereto under the Listing Rules

• “Board” the board of Directors

• “Class Meetings”

• the A Share Class Meeting and the H Share Class Meeting to be held on 8 March 2011, respectively, to approve the change of use of proceeds in connection with the A Share Issue

• “CNOOC”

• 中國海洋石油總公司 (China National Offshore Oil Corporation), a wholly PRC state-owned enterprise and the controlling shareholder of the Company, which directly and indirectly held an aggregate of approximately 53.62% of the Company’s issued share capital as at the Latest Practicable Date

• “Company”

• 中海油田服務股份有限公司 (China Oilfield Services Limited), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed on the Hong Kong Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange

• “connected person”

• has the meaning ascribed thereto under the Listing Rules

– 1 –

DEFINITIONS

• “controlling shareholder” has the meaning ascribed thereto under the Listing Rules

• “CSRC” the China Securities Regulatory Commission “Directors” the directors of the Company “EGM” an extraordinary general meeting of the Company to be convened on 8 March 2011 to approve the change of use of proceeds in connection with the A Share Issue

• “Group” the Company and its subsidiaries “H Share Class Meeting” the class meeting for H Share Shareholders to be held on 8 March 2011 approve the change of use of proceeds in connection with the A Share Issue

• “H Share Shareholders” the holders of H Shares “H Shares” the ordinary shares issued by the Company, with a RMB denominated par value of RMB1.00 each, which are subscribed for and paid up in a currency other than Renminbi and are listed on the Hong Kong Stock Exchange

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Latest Practicable Date” 21 January 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

• “Offering Documents”

• the prospectus or the offering document to be issued by the Company in connection with the A Share Issue in China

• “PRC” or “China” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region and Taiwan

• “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• “Shareholders” the shareholders of the Company “Shares” A Shares and H Shares

• “Specific Mandate” the specific mandate granted by the Shareholders to the Board in relation to the A Share Issue as described in the section “Proposed A Share Issue” in the “Letter from the Board” as set out in the circular of the Company dated 11 May 2010

• “substantial shareholder” has the meaning ascribed thereto under the Listing Rules

• “trading day” with respect to A Shares, means a day on which the Shanghai Stock Exchange is open for dealing or trading in securities; and with respect to H Shares, means a day on which the Hong Kong Stock Exchange is open for dealing or trading in securities

“%” per cent.

• In this circular, for the avoidance of doubt, references to “not less than” a figure and

• “not more than” a figure shall include the figure mentioned.

Note: An exchange rate of RMB1.00 to HK$1.14 has been used for the conversion of RMB into HK Dollars for the purpose of this circular.

– 3 –

LETTER FROM THE BOARD

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(Incorporated in the People’s Republic of China as a joint stock limited liability company)

(Stock code: 2883)

Board of Directors: Liu Jian _(Chairman)_ Li Yong Li Feilong Wu Mengfei Tsui Yiu Wa Fong Wo, Felix Chen Quansheng**

• Non-executive Director

• ** Independent non-executive Director

Legal address in the PRC: 3-1516 Hebei Road Haiyang New and Hi-Tech Development Zone Tanggu, Tianjin The PRC

Principal place of business in Hong Kong: 65/F, Bank of China Tower 1 Garden Road Hong Kong 21 January 2011

To the Shareholders

Dear Sir or Madam,

I. CHANGE OF USE OF PROCEEDS IN CONNECTION WITH PROPOSED ISSUANCE OF NEW A SHARES

Reference is made to the circular of the Company dated 11 May 2010 and the announcement of the Company dated 28 June 2010.

The A Share Issue, including the intended use of proceeds in connection with the A Share Issue, was approved by the Shareholders at the EGM and the H Share Class Meeting, respectively on 28 June 2010.

Due to the practical circumstances in relation to the capital investment of the Company, the Board proposed to change the use of proceeds in connection with the A Share Issue by reallocating the proceeds in connection with the A Share Issue among the projects (without any adjustment to the total amount of proceeds, i.e. RMB 7 billion) as follows:

• (1) building of oilfield service vessel(s) (approximately RMB3.54 billion (approximately HK$4.04 billion);

• (2) building of 200 feet jack-up rig(s) (approximately RMB1.24 billion (approximately HK$1.41 billion);

– 4 –

LETTER FROM THE BOARD

• (3) building of deep-water AHTS vessel(s) (approximately RMB 1.03 billion (approximately HK$1.17 billion));

• (4) building of twelve-streamer seismic vessel(s) (approximately RMB 760 million (approximately HK$866 million)); and

• (5) building of deep-water survey vessel(s) (approximately RMB 430 million (approximately HK$490 million).

The Company may invest in the above projects through utilizing its internal resources before the proceeds from the A Share Issue is made available to the Company. When the proceeds is available, the Company is authorised to apply the proceeds to any injected capital in relation to the above projects which is incurred before the completion of the A Share Issue. In the event that the proceeds in connection with the A Share Issue is not sufficient for the purpose of the above projects, the Company will utilise other funding sources to cover the shortfall.

Save as above, the terms of the A Share Issue as disclosed in the circular of the Company dated 11 May 2010 remain unchanged.

II. THE EGM AND CLASS MEETINGS

Special resolutions to approve the change of use of proceeds in connection with the A Share Issue will be proposed at the EGM.

In addition, special resolutions to approve the proposed change of use of proceeds in connection with the A Share Issue will be proposed at the A Share Class Meeting and the H Share Class Meeting. The special resolutions of the H Share Class Meeting shall be passed if it attains a two-thirds majority of the voting rights of H Share Shareholders attending the meeting.

The Company will convene the EGM and Class Meetings at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC at 3 p.m. and 3:45 p.m., respectively on 8 March 2011 to consider and, if thought fit, to pass resolutions in respect of the matters described under paragraph I of this letter that shall be approved by the Shareholders. The notice of the EGM and the notice of the H Share Class Meeting are set out in Appendix II and Appendix III, respectively.

Whether or not you intend to attend the EGM and/or (if applicable) the H Share Class Meeting, you are requested to complete and return the form of proxy in accordance with the instruction printed thereon. If you intend to attend the EGM and/or (if applicable) the H Share Class Meeting, you are required to complete and return the relevant notice of attendance to the H Share registrar of the Company on or before 15 February 2011.

Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish and completion and return of the notice of attendance do not affect the right of a Shareholder to attend the respective meetings.

– 5 –

LETTER FROM THE BOARD

III. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the change of use of proceeds in connection with the A Share Issue is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions which will be proposed at the EGM and the Class Meetings.

IV. OTHER INFORMATION

Your attention is drawn to the general information set out in the appendix to this circular.

Yours faithfully By Order of the Board China Oilfield Services Limited Liu Jian Chairman

– 6 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short position

As at the Latest Practicable Date, none of the Directors, chief executive and supervisors and their respective associates had registered an interest or short positions in the shares of the Company or any of its associated corporations which would fall to be notified to the Company, pursuant to Divisions 7 and 8 of Part XV of the SFO or Section 352 of SFO, or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

(b) Particulars of Directors’ and supervisors’ Service Contracts

As at the Latest Practicable Date, none of the Directors had an existing or proposed service contract with the Company, or any of its subsidiaries, which is not expiring or determinable by the Company within one year without payment of compensation (other than statutory compensation).

(c) As at the Latest Practicable Date:

• (i) none of the Directors had any direct or indirect interest in any assets which have been, since the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to the Company or any of its subsidiaries, or are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries; and

• (ii) none of the Directors was materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the date of this circular and which is significant in relation to the business of the Group.

(d) Directors’ interests in competing businesses

As at the Latest Practicable Date, in so far as the Directors are aware, none of the Directors or their respective associates (as defined in the Listing Rules) had any interest in a business which competes or likely to compete with the business of the Group.

– 7 –

GENERAL INFORMATION

APPENDIX I

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register of interests kept by the Company under section 336 of the SFO and so far as is known to the Directors, the following companies (other than the Directors or chief executive of the Company) had, or were deemed or taken to have an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of the Group or had any option in respect of such capital:

			Approximate	Approximate
			percentage in the	percentage of
	Capacity and nature	Number and	same class of	total issued share
Name	of interest	Class of Shares	Shares	capital
		(Note a)
CNOOC	Beneficial owner	2,410,468,000 (L)	81.42%	53.62%
		A Shares
JPMorgan Chase & Co.	Interest in controlled	196,535,906 (L)	12.80 (L)%	4.37 (L)%
	corporation	79,842,920 (P)	5.20 (P)%	1.78 (P)%
		H Shares
Commonwealth Bank	Interest in controlled	130,500,000 (L)	8.50 (L)%	2.90 (L)%
of Australia	corporation	H Shares
Allianz SE	Interest in controlled	107,592,000	7.01 (L)%	2.39 (L)%
	corporation	H Shares

Note:

(a) “L” denotes long position. “S” denotes a short position. “P” denotes a lending pool.

Save as disclosed above, as at the Latest Practicable Date, as far as the Company is aware of, there was no other person (other than any Director or the chief executive of the Company) who had any interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO.

Save as disclosed above, as at the Latest Practicable Date, as far as the Company is aware of, none of the Directors or proposed directors is a director or employee of a company which has an interest in the shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

– 8 –

GENERAL INFORMATION

APPENDIX I

4. MATERIAL CONTRACTS

As at the Latest Practicable Date, no contract (not being a contract entered into in the ordinary course of business) has been entered into by members of the Group within the two years preceding the date of this circular which are or may be material.

5. INTEREST IN ASSETS

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in the promotion of, or in any assets which have been, within the two years immediately preceding the date of this circular, acquired or disposed of by or leased to any member of the Group.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or claim of material importance and, so far as the Directors were aware, no litigation or claims of material importance were pending or threatened by or against any member of the Group.

7. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2009 the date to which the latest published audited accounts of the company were made up.

8. GENERAL

• (a) The company secretary of the Company is Mr. Yang Haijiang, holder of a bachelor’s degree in English from the China People’s Liberation Army International Relations College and is qualified as a lawyer in the PRC since 2003.

• (b) The principle share register and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) The English text of this circular will prevail over the Chinese text.

– 9 –

GENERAL INFORMATION

APPENDIX I

9. DOCUMENT AVAILABLE FOR INSPECTION

Copies of the following document are available for inspection during normal business hours at the office of the Company at 65/F, Bank of China Tower, 1 Garden Road, Hong Kong on any weekday (except public holidays) up to and including the date which is 14 days from the date of this circular:

• (a) the annual report of the Company for the year ended 31 December 2009;

• (b) the Articles of Associations; and

• (c) this circular.

– 10 –

NOTICE OF THE EGM

APPENDIX II

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(Incorporated in the People’s Republic of China as a joint stock limited liability company) (Stock code: 2883)

NOTICE OF 2011 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Oilfield Services Limited (the “ Company ”) will be held at 3 p.m. on 8 March 2011 at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular dated 21 January 2011 issued by the Company.

SPECIAL RESOLUTION

• (1) “ THAT the use of proceeds in connection with the A Share Issue be and is hereby approved by the Shareholders to be amended as follows:

It is intended that the proceeds in connection with the A Share Issue will be used for the following projects:

• (1) building of oilfield service vessel(s) (approximately RMB3.54 billion (approximately HK$4.04 billion);

• (2) building of 200 feet jack-up rig(s) (approximately RMB1.24 billion (approximately HK$1.41 billion);

• (3) building of deep-water AHTS vessel(s) (approximately RMB 1.03 billion (approximately HK$1.17 billion));

• (4) building of twelve-streamer seismic vessel(s) (approximately RMB 760 million (approximately HK$866 million)); and

• (5) building of deep-water survey vessel(s) (approximately RMB 430 million (approximately HK$490 million).

The Company may invest in the above projects through utilizing its internal resources before the proceeds from the A Share Issue is made available to the Company. When the proceeds is available, the Company is authorised to apply the proceeds to any injected capital in relation to the above projects which is incurred before the completion of the A Share Issue.

– 11 –

NOTICE OF THE EGM

APPENDIX II

In the event that the proceeds in connection with the A Share Issue is not sufficient for the purpose of the above projects, the Company will utilise other funding sources to cover the shortfall.”

By order of the Board of China Oilfield Services Limited Yang Haijiang Company Secretary

Hong Kong, 21 January 2011

As at the date hereof, the executive directors of the Company are Messrs Li Yong and Li Feilong, the non-executive directors of the Company are Messrs Liu Jian (Chairman) and Wu Mengfei and the independent non-executive directors of the Company are Messrs Tsui Yiu Wa, Fong Wo, Felix and Chen Quansheng.

Notes:

• (1) All resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the Hong Kong Stock Exchange’s and the Company’s websites in accordance with the Listing Rules.

• (2) H Share Shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited on 16 February 2011 (Wednesday) are entitled to attend and vote at the EGM.

• (3) H Shares Shareholders who intend to attend the EGM must complete and return the written replies for attending the EGM to the Company’s Hong Kong office by facsimile or post no later than 15 February 2011 (Tuesday):

Address: 65/F., Bank of China Tower 1 Garden Road, Hong Kong Tel: (852) 2213 2515 Fax: (852) 2525 9322

• (4) Each Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf. Where a Shareholder has appointed more than one proxy to attend the EGM, such proxies may only vote on a poll or a ballot. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorized. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. The power of attorney or other documents of authorization and proxy forms must be delivered to the Company’s Hong Kong office at 65/F., Bank of China Tower, 1 Garden Road, Hong Kong, no less than 24 hours before the time appointed for the holding of the EGM in order for such documents to be valid.

• (5) H Share Shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited and A Share Shareholders whose name appear on the Company’s register of members maintained by Shanghai branch of China Securities Depository & Clearing Corporation Limited after office hour on 15 February 2011 are entitled to attend the EGM. The Company’s register of members will be closed from 16 February 2011 to 7 March 2011 (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the EGM must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4:30 p.m. on 15 February 2011 for completion of the registration of the relevant transfer in accordance with the Articles of Association.

– 12 –

NOTICE OF THE EGM

APPENDIX II

Computershare Hong Kong Investor Services Limited’s address is as follows:

Room 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (6) Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her Proxy Form, or copies of appointing instrument and power of attorney, if applicable.

• (7) Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.

– 13 –

NOTICE OF THE H SHARE CLASS MEETING

APPENDIX III

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(Incorporated in the People’s Republic of China as a joint stock limited liability company) (Stock code: 2883)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for H Share Shareholders (the “ H Share Class Meeting ”) of China Oilfield Services Limited (the “ Company ”) will be held at 3:45 p.m. on 8 March 2011 at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular dated 21 January 2011 issued by the Company:

SPECIAL RESOLUTION

• (1) “ THAT the use of proceeds in connection with the A Share Issue be and is hereby approved by the Shareholders to be amended as follows:

It is intended that the proceeds in connection with the A Share Issue will be used for the following projects:

• (1) building of oilfield service vessel(s) (approximately RMB3.54 billion (approximately HK$4.04 billion);

• (2) building of 200 feet jack-up rig(s) (approximately RMB1.24 billion (approximately HK$1.41 billion);

• (3) building of deep-water AHTS vessel(s) (approximately RMB 1.03 billion (approximately HK$1.17 billion));

• (4) building of twelve-streamer seismic vessel(s) (approximately RMB 760 million (approximately HK$866 million)); and

• (5) building of deep-water survey vessel(s) (approximately RMB 430 million (approximately HK$490 million).

The Company may invest in the above projects through utilizing its internal resources before the proceeds from the A Share Issue is made available to the Company. When the proceeds is available, the Company is authorised to apply the proceeds to any injected capital in relation to the above projects which is incurred before the completion of the A Share Issue.

– 14 –

NOTICE OF THE H SHARE CLASS MEETING

APPENDIX III

In the event that the proceeds in connection with the A Share Issue is not sufficient for the purpose of the above projects, the Company will utilise other funding sources to cover the shortfall.”

By order of the Board of China Oilfield Services Limited Yang Haijiang Company Secretary

Hong Kong, 21 January 2011

As at the date hereof, the executive directors of the Company are Messrs Li Yong and Li Feilong, the non-executive directors of the Company are Messrs Liu Jian (Chairman) and Wu Mengfei and the independent non-executive directors of the Company are Messrs Tsui Yiu Wa, Fong Wo, Felix and Chen Quansheng.

Notes:

• (1) All resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the Hong Kong Stock Exchange’s and the Company’s websites in accordance with the Listing Rules.

• (2) H Share Shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited on 16 February 2011 (Wednesday) are entitled to attend and vote at the H Share Class Meeting.

• (3) H-Shares Shareholders who intend to attend the H Share Class Meeting must complete and return the written replies for attending the H Share Class Meeting to the Company’s Hong Kong office by facsimile or post no later than 15 February 2011 (Tuesday):

Address: 65/F., Bank of China Tower 1 Garden Road, Hong Kong Tel: (852) 2213 2515 Fax: (852) 2525 9322

• (4) Each Shareholder who has the right to attend and vote at the H Share Class Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf. Where a Shareholder has appointed more than one proxy to attend the EGM, such proxies may only vote on a poll or a ballot. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorized. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. The power of attorney or other documents of authorization and proxy forms must be delivered to the Company’s Hong Kong office at 65/F., Bank of China Tower, 1 Garden Road, Hong Kong, no less than 24 hours before the time appointed for the holding of the H Share Class Meeting in order for such documents to be valid.

• (5) H Share Shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited and A Share Shareholders whose name appear on the Company’s register of members maintained by Shanghai branch of China Securities Depository & Clearing Corporation Limited after office hour on 15 February 2011 are entitled to attend the H Share Class Meeting. The Company’s register of members will be closed from 16 February 2011 to 7 March 2011 (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the H Share Class Meeting must deliver their duly stamped instruments of transfer, accompanied by

– 15 –

NOTICE OF THE H SHARE CLASS MEETING

APPENDIX III

the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4:30 p.m. on 15 February 2011 for completion of the registration of the relevant transfer in accordance with the Articles of Association.

Computershare Hong Kong Investor Services Limited’s address is as follows:

Room 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (6) Shareholders or their proxies must present proof of their identities upon attending the H Share Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/her Proxy Form, or copies of appointing instrument and power of attorney, if applicable.

• (7) Shareholders or proxies attending the H Share Class Meeting are responsible for their own transportation and accommodation expenses.

– 16 –