CHK Oil Limited — Proxy Solicitation & Information Statement 2004

Oct 4, 2004

CHINA MERCHANTS DICHAIN (ASIA) LIMITED 招商迪辰（亞洲）有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 632)

Form of proxy for use at the Special General Meeting to be held on 18 October 2004

I/We[1] of

being the registered holder(s) of

shares (“Shares”) of HK$0.01 each in the share capital of China Merchants DiChain (Asia) Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or of

as my/our proxy to attend the Special General Meeting (or any adjournment thereof) (the “Meeting”) of the Company to be held at Unit 3207-08, 32/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 11:00 a.m. on Monday, 18 October 2004 for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting dated 30 September 2004 and at such Meeting to vote for me/us and on my/our behalf in respect of the resolution as indicated below. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

RESOLUTION FOR[4] AGAINST[4]

To approve and confirm the Disposal and the Transfer and authorise any one director of the Company to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his discretion consider necessary or desirable for the purpose of or in connection with the implementation of the Disposal and/or the Transfer or the exercise or enforcement of any of the Company’s rights under the Disposal Agreements and/or Transfer Agreements and to make and agree such variations of a non-material nature in the terms of the same as he may in his discretion consider to be desirable and in the interests of the Company and authorise any two directors of the Company to sign autographically any instrument to which a seal may be required to be affixed for the above purposes.

Dated this

day of 2004 Signature[7] :

Notes:

1. Full name(s) and address to be inserted in BLOCK CAPITALS.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the “THE CHAIRMAN OF THE MEETING, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. You are requested to complete this form of proxy and return it together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority to Tengis Limited, Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Meeting, whether or not you intend to be present at the Meeting. The completion and return of the form of proxy will not preclude you from attending the Meeting or any adjourned meeting (as the case may be) and voting in person should you so wish.

6. 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 will be determined by the order in which the names stand in the register of members.

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

8. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

* For identification purposes only