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CHK Oil Limited Proxy Solicitation & Information Statement 2019

Nov 19, 2019

49354_rns_2019-11-19_92179abf-3aa4-4d1e-b80a-212caa97d546.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 632)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (“ SGM ”) of Pearl Oriental Oil Limited (the “ Company ”) will be held at Suites 1905-07, 19th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong on Thursday, 12 December 2019 at 11:00 a. m. for the purpose of considering and, if thought fit, passing, the following resolutions of the Company:–

SPECIAL RESOLUTION

  1. THAT (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the change of the English name of the Company from “Pearl Oriental Oil Limited” to “CHK Oil Limited”, and the adoption of a new Chinese name of “中港石油有 限公司” for identification purpose only to replace the name in Chinese of the Company, namely “東方明珠石油有限公司” which has been used for identification purposes only be approved with effect from the date on which the Registrar of Companies in Bermuda enters the new English name of the Company (the “ Change of Company Name ”); and (b) any one director of the Company be and is hereby authorised to do all such acts and things and to sign and execute all documents, including under seal where applicable, as he/she may in his/her absolute discretion, deem fit in order to effect and implement the Change of Company Name, and that any matters that have been done on or before the passing of this resolution in connection with the Change of Company Name be and are hereby ratified, confirmed and approved.”

ORDINARY RESOLUTION

  1. THAT conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of, and permission to deal in, the shares of the Company (the “ Share(s) ”) falling to be issued and allotted pursuant to the share option scheme (the “ Share Option Scheme ”), the terms of which are set out in the document marked “A” which has been produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the Share Option Scheme be and is hereby approved and adopted and the Directors be and are hereby authorised to approve any amendments to the rules of the Share Option Scheme as may be acceptable or not objected to by the Stock Exchange, and at their
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absolute discretion to grant options and to allot, issue and deal with Shares pursuant to the exercise of any option granted thereunder and to take all such steps as they may consider necessary or expedient to implement the Share Option Scheme.”

Yours faithfully, For and on behalf of the Board Pearl Oriental Oil Limited

Liu Gui Feng

Chairlady and Executive Director

Hong Kong, 20 November 2019

Head office and principal place of business in Hong Kong:

Suites 1905-07, 19th Floor

Tower 6, The Gateway

Harbour City

Kowloon

Hong Kong

Notes:

  1. All resolutions at the SGM (except for procedural and administrative matters) will be taken by poll pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the SGM. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  3. A form of proxy for use at the SGM is enclosed. To be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish and in such event, the form of proxy shall be deemed to be revoked.

  4. In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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  1. To ascertain the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 9 December 2019 to Thursday, 12 December 2019, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the above meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p. m. on Friday, 6 December 2019.

As at the date of this announcement, the Board comprises six executive Directors, namely Ms. Liu Gui Feng, Mr. Chen Bin, Mr. Lin Qing Yu, Ms. Chen Junyan, Mr. Yu Jiyuan and Mr. Yun Guangrui; and four independent non-executive Directors, namely Mr. Cao Wei, Mr. Xu Guoqiang, Ms. Zhong Bifeng and Mr. Li Songtao.

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