CHK Oil Limited — Proxy Solicitation & Information Statement 2006

Jul 11, 2006

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CHINA MERCHANTS DICHAIN (ASIA) LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 0632)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] fully-paid shares of HK$0.50 each (“Shares”) in the capital of China Merchants DiChain (Asia) Limited (the “Company”) HEREBY APPOINT [(Note][3)] the Chairman of the meeting (who represents [(Note][4)] Shares held by me/us) [(Note][3)] and/or [(Note][4)] of (who represents [(Note][4)] Shares held by me/us) [(Note][4)] and/or [(Note][4)]

of

(who represent [(Note][4)] Shares held by me/us) as my/our proxy/proxies: (a) to act for me/us at the special general meeting of the Company to be held at Unit 3611, 36/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, on 1 August 2006, Tuesday at 2:30 p.m. (the “Meeting”) (or at any adjournment thereof) for the purpose of considering and, if though fit, passing the resolution (the “Resolution”) as set out in the notice convening the Meeting; and (b) at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolution as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

			SPECIAL RESOLUTION		FOR(Note 5)	AGAINST(Note 5)	AGAINST(Note 5)	AGAINST(Note 5)
1.	To		change the name of the Company
			ORDINARY RESOLUTIONS
2.	To		refresh general mandate of the Company to issue and allot new Shares
3.	To		refresh the scheme limit on grant of options under the Company’s share option scheme
4.	To		grant share options to Mr. Wong Kwan
5.	To		grant share options to Dr. Anwar Ibrahim
6.	To		grant share options to Dr. Lee G. Lam

Dated this

day of 2006 Signature [(Note][6)]

Notes:

1. Full name(s) and address(es) 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 Shares registered in your name(s). Subject to Note 4 below in relation to a Clearing House, a member may only have one form of proxy valid at any one time and if a member submits more than one form of proxy, the last form of proxy received in the manner described in Note 7 below shall be treated as the only valid form of proxy.

5. A member entitled to attend and vote at the Meeting is entitled to appoint up to two individuals as his proxies to attend and vote on his behalf. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “The Chairman of the meeting ...... and/or” and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two persons (other than the Chairman of the Meeting) are named as proxies and the words “the Chairman of the Meeting ...... and/or” (and all references to Shares in respect of which he shall have been appointed) are not deleted, those words and references shall be deemed to have been deleted and the number of Shares in respect of which he shall have been appointed shall be represented by your voting proxy.

6. If you appoint two proxies to represent you, please also insert the number of Shares which each proxy represents and clearly indicate which proxy is designated as the voting proxy. If two proxies are appointed, only the voting proxy will be entitled to cast the member’s vote(s): (a) on a show of hands; (b) if both proxies purport to cast the member’s vote(s) in a different manner; and (c) on the exercises of a discretion. A proxy need not a member of the Company. The number of proxies appointed by a Clearing House (or its nominee) (as defined in the Company’s Bye-Laws) is not subject to the aforesaid limitation. If you fail to specify the number of Shares which each proxy represents and/or the name of the voting proxy then, subject to the absolute discretion of the Chairman of the Meeting to decide otherwise, you shall be deemed to have appointed the first-named proxy (including the Chairman of the Meeting, but subject to Note 3 Above) as your voting proxy and that such first-named proxy shall represent all the Shares held by you. If you are appointing only one proxy, you are not required to state the number of Shares which that proxy represents and, in such case, the number of Shares represented shall be all the Shares registered in your name(s).

7. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to complete the boxes will entitled your voting proxy to cast his vote at his discretion. On a show of hands, a member is entitled to one vote. On a poll, a member is entitled to one vote for every fully-paid Shares held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the Shares stated above as held by you will be casted accordingly and a number in the relevant box indicates that the votes attached to the number of Shares referred to in the box will be casted accordingly. The total number of Shares referred to in the two boxes for the same resolution cannot exceed the number of Shares stated above as held by you. Where numbers are referred to in both boxes for the same resolution, the voting proxy will vote on a show of hands according to the box with the larger number or, in case of a equal number for both boxes, the voting proxy will cast his vote at his discretion.

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 seal or under the hand of an officer or attorney duly authorised.

In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power of authority), must be deposited at the Company’s share registrars in Hong Kong Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or any adjournment thereof).

• Where there are joint holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto provided that if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share will alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any Share stands first will for this purpose be deemed joint holder thereof.

• If you appoint two proxies to represent you, please delete the word “and/” (if you want your two proxies to act separately from each other) or delete the word “/or” (if you want your two proxies to act jointly together) as appropriate. If you fail to delete either “and/” or “/or”, you are deemed to have deleted “and/”. Where there is any dispute between the two proxies who are acting jointly, the decision of the voting proxy shall prevail.

• Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish.

• For identification purpose only