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CHK Oil Limited Proxy Solicitation & Information Statement 2025

Feb 27, 2025

49354_rns_2025-02-27_e30f8615-b153-4ebc-9d27-cc32efe07632.pdf

Proxy Solicitation & Information Statement

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中港石油有限公司

CHK OIL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 632)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We $^{(Note 1)}$

of ___________ being

the registered holder(s) of $^{(Note 2)}$ ___________ , fully-paid shares (“Shares”) in the capital of CHK Oil

Limited (the “Company”) HEREBY APPOINT $^{(Note 3)}$ the Chairman of the meeting or

of ___________ as my/our proxy: (a) to act for me/us at the special general meeting of the Company to be held at Units 2617-18, 26/F, Mira Place,

Tower A, No. 132 Nathan Road, Kowloon, Hong Kong at 10:00 a.m. on Friday, 21 March 2025 (or any adjournment thereof) (the

“Meeting”) for the purpose of considering and, if thought fit, passing the resolution (the “Resolution”) as set out in the notice

convening the Meeting (“Notice”); and (b) at the Meeting 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.

ORDINARY RESOLUTION FOR $^{(Note 4)}$ AGAINST $^{(Note 4)}$
1. (a) the loan settlement agreement (the “Loan Settlement Agreement”) dated 17 January 2025 and entered into between the Company and Xin Hua Petroleum (Hong Kong) Limited (the “Xin Hua”) in relation to the capitalisation of the partial and aggregated principal amount of HK$5,000,000 under the loan from Xin Hua (the “Loan Settlement”) through the allotment and issuance of an aggregate of 12,048,192 new shares (the “Capitalisation Share(s)”) at the issue price of HK$0.415 per Capitalisation Share, a copy of which is tabled at the SGM and marked “A” and initialled by the chairman of the SGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in, the Capitalisation Shares, the directors (the “Directors”) of the Company be and are hereby granted a specific mandate authorising the Directors to exercise all the powers of the Company to allot and issue the Capitalisation Shares to Xin Hua subject to the terms of the Loan Settlement Agreement (the “Specific Mandate”), with such Specific Mandate being in additional to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and
(c) any Director be and is hereby authorised to sign, execute, perfect and deliver all such documents, and do all such actions which are in their opinion necessary, appropriate, desirable or expedient for the implementation and giving effect to the Loan Settlement Agreement, the Loan Settlement, the allotment and issue of the Capitalisation Shares and the transactions contemplated thereunder, and to agree to the variation, amendment and waiver of any of the matters relating thereto that are, in the opinion of the Directors, appropriate, desirable or expedient in the context of the Loan Settlement Agreement and are in the best interests of the Company.

Dated this __ day of __ 2025

Signature(s) $^{(Note 5)}$ ___________

  • For identification purpose only
  • Full text of the resolution are set out in the Notice

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).
  3. A member entitled to attend and vote at the Meeting is entitled to appoint his proxy 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 or" and insert the name and address of the proxy desired in the space provided.
  4. 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 entitle your voting proxy to cast his vote at his discretion. 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.
  5. 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.
  6. 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 branch share registrar, Tricor Tengis Limited (Tricor Investor Services Limited, effect from 7 March 2025), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.
  7. 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, then 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.
  8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited (Tricor Investor Services Limited, effect from 7 March 2025) at the above address.