ENM Holdings Limited — Proxy Solicitation & Information Statement 2014

Sep 16, 2014

SOUTH SEA PETROLEUM HOLDINGS LIMITED 南海石油控股有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 076)

Form of Proxy for the Extraordinary General Meeting to be held on 8 October 2014 at 11:00 a.m. at Unit 1, G/F., The Center, 99 Queen’s Road Central, Hong Kong (or any adjournment thereof)

I/We[1] of[1] being the registered holder(s) of[2] shares in the capital of South Sea Petroleum Holdings Limited (the “Company”) HEREBY APPOINT[3] the Chairman of the meeting or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Unit 1, G/F., The Center, 99 Queen’s Road Central, Hong Kong on 8 October 2014 at 11:00 a.m. (the “Meeting”) (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting (the “Notice”) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

				ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	“THAT
	(a)		every 10 existing issued ordinary shares in the capital of the Company be consolidated
			into one ordinary share (“Consolidated Share”) and such consolidation shall take effect
			on the next business day, being any day (other than Saturday, Sunday or public holiday)
			on which licensed banks in Hong Kong are generally open for business throughout their
			normal business hours, immediately following the date on which this resolution is passed;
	(b)		the Consolidated Shares shall rank pari passu in all respects with each other in accordance
			with the articles of association of the Company;
	(c)		all fractional Consolidated Shares will be disregarded and not be issued to the holders of
			the existing ordinary shares of the Company but all fractional Consolidated Shares will
			be aggregated and, if	possible, sold for the benefit of the Company; and
	(d)		the directors of the Company be and are generally authorised to do all such			acts and
			things and execute all such documents, including under the seal of the Company, where
			applicable, as they consider necessary or expedient to implement and give effect to the
			arrangements set out in this resolution.”
2.	“THAT
	(a)		the Agreement (as defined in the circular of the Company dated 16 September 2014 (the
			“Circular”) despatched to shareholders of the Company) dated 14 August 2014 in relation
			to the issue of HK$1,660,000,000 nil interest convertible debentures due 31 December
			2018 be and is hereby approved, confirmed and ratified;
	(b)		the Amendment (as defined in the Circular) dated 4 September 2014 be and			is hereby
			approved, confirmed and ratified; and
	(c)		the directors of the Company be and are		hereby authorized to take all steps necessary or
			expedient in their opinion to implement and/or give effect to the terms of the Agreement
			including (without limitations) the issue		of the maximum of 2,000,000,000 New Shares
			(as defined in the Circular).”
Dated	this		day of		, 2014Signature(s)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 the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the meeting” 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 WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your 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.

5. 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 such power of attorney or authority, must be deposited with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited at 46/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjourned meeting.

6. This Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. Where there are joint registered 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. If more than one of such joint holders is 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 shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 9. Completion and return of this Form of Proxy will not preclude you from attending and voting at the Meeting if you wish to do so.