Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2011

Jan 7, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino Oil and Gas Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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(Incorporated in Bermuda with limited liability)

(Stock Code: 702)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES; RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Mansion House Securities (F.E.) Limited

A letter from an independent committee of the board of the Company (the “ Independent Board Committee ”) is set out on page 13 of this circular. A letter from the independent financial adviser to the Independent Board Committee and the independent shareholders of the Company, is set out on pages 14 to 20 of this circular.

A notice convening a special general meeting (the “SGM”) of the Company to be held at 11:00 a.m. on Tuesday, 25 January 2011 at Macau Jockey Club, 1/F., Function Room, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong is set out on pages 21 to 23 of this circular. A form of proxy for use at the SGM is also enclosed with this circular.

Whether or not you are able to attend the SGM, you are advised to read the notice and to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so desire.

8 January 2011

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “AGM” the annual general meeting of the Company held on 28 May 2010 in which the Shareholders had approved, among other matters, the Current General Mandate

• “associates” have the same meaning as ascribed in the Listing Rules “Board” the board of Directors, including all independent non-executive Directors

• “Bye-laws” the bye-laws of the Company as amended from time to time “Companies Act” the Companies Act 1981 of Bermuda, as amended from time to time

• “Company” Sino Oil and Gas Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares are listed on the Main Board of the Stock Exchange

• “Current General Mandate” the general mandate approved at the AGM to grant to the Directors to allot and issue Shares of up to 20% of the share capital of the Company in issue on the date of the passing of the relevant ordinary resolution, that is, 28 May 2010

• “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Board Committee” an independent committee of the Board, comprising all the independent non-executive Directors, to advise the Independent Shareholders as to the fairness and reasonableness of the grant of the New General Mandate

• “Independent Financial Adviser” Mansion House Securities (F.E.) Limited, a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance), type 7 (providing automated trading services) and type 9 (asset management) regulated activities as defined under the SFO, being independent financial adviser to the Independent Board Committee and the Independent Shareholders

1

DEFINITIONS

• “Independent Third Party(ies)”

independent third party/(parties) who is/(are) independent of and not connected with the Company and its connected persons (as defined in the Listing Rules)

• “Independent Shareholders” Shareholder(s) other than the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates

• “Latest Practicable Date” 6 January 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New General Mandate”

• the general mandate proposed to be granted to the Directors at the SGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the share capital of the Company in issue on the date of the passing of the relevant ordinary resolution

• “Placing Warrant(s)” up to an aggregate of 250,000,000 non-listed warrants by the Company at the Placing Warrant Issue Price to subscribe for Shares in an aggregate amount up to HK$132,500,000, which entitles the holder thereof to subscribe initially for one Placing Warrant Share (subject to adjustment) at the initial Placing Warrant Subscription Price of HK$0.53 (subject to adjustment) at any time during a period commencing on or after three months from the date of the Warrants Placing Agreement and up to the close of business on the fourth anniversary of the date of issue of the Placing Warrants

• “Placing Warrants Agent”

• Guangdong Securities Limited, a licensed corporation to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

• “Placing Warrant Issue Price”

• HK$0.005 per unit of Placing Warrant to be issued pursuant to the Warrants Placing

• “Placing Warrant Share(s)”

• new Share(s) which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Placing Warrants

• “Placing Warrant Subscription Price”

• an initial subscription price of HK$0.53 per Placing Warrant Share (subject to adjustment) at which holder of the Placing Warrants may subscribe for the Placing Warrant Shares

2

DEFINITIONS

“PRC”	The People’s Republic of China, for the purpose of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be convened and
	held at 11:00 a.m. on 25 January 2011 at Macau Jockey Club, 1/
	F., Function Room, China Merchants Tower, Shun Tak Centre,
	168-200 Connaught Road Central, Hong Kong to consider and, if
	appropriate, to approve the ordinary resolutions contained in the
	notice of the meeting which are set out on pages 21 to 23 of this
	circular
“Share(s)”	ordinary share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Shares Placing”	the placing, on a best effort basis, of 437,000,000 new Shares to
	be allotted and issued pursuant to the terms of the Shares Placing
	Agreement
“Shares Placing Agent”	CCB International Capital Limited, a licensed corporation to carry
	out business in type 1 (dealing in securities) and type 6 (advising
	on corporate finance) regulated activity under the SFO
“Shares Placing Agreement”	the conditional placing agreement dated 17 December 2010
	entered into between the Company and Shares Placing Agent in
	relation to the Shares Placing
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscribers”	OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd., OZ Global
	Special Investments Master Fund, L.P., Gordel Holdings Limited,
	OZ Select Master Fund, Ltd. and OZ ELS Master Fund, Ltd.
“Subscription Agreement”	the subscription agreement dated 22 October 2010 entered into
	between the Company and the Subscribers in relation to the
	subscription and issue of the Subscription Shares
“Subscription Shares”	432,220,000 new Shares which have been allotted and issued by
	the Company pursuant to the Subscription Agreement

3

DEFINITIONS

“Warrants Placees”	any individuals, corporate, institutional investors or other
	investors procured by or on behalf of the Placing Warrants Agent
	to subscribe for any of the Placing Warrants pursuant to the
	Placing Warrants Agent’s obligations under the Warrants Placing
	Agreement
“Warrants Placing”	the placing of the Placing Warrants by or on behalf of the Placing
	Warrants Agent to the Warrants Placees pursuant to the Warrants
	Placing Agreement
“Warrants Placing Agreement”	the placing agreement dated 22 October 2010 entered into between
	the Placing Warrants Agent and the Company in relation to the
	Warrant Placing
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

4

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 702)

Executive Directors: Mr. Kong Siu Tim Dr. Dai Xiaobing Mr. Wang Ziming Mr. Wan Tze Fan Terence

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Director:

Mr. Ni Zhenwei

Independent non-executive Directors:

Dr. Di Lingjun Mr. Wong Kwok Chuen Peter Dr. Wong Lung Tak Patrick

Head office and principal place of business in Hong Kong: Suite 3707-3708 West Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

8 January 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES; RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the information relating to (i) the proposed grant of the New General Mandate and the re-election of Directors; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders on the proposed grant of the New General Mandate; (iii) the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, on the proposed grant of the New General Mandate; and (iv) the notice of SGM, at which the necessary resolutions will be proposed to the Independent Shareholders to consider and, if thought fit, approve the New General Mandate by way of poll.

5

LETTER FROM THE BOARD

CURRENT GENERAL MANDATE

At the AGM, Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Current General Mandate to issue not more than 1,119,531,540 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company of 5,597,657,704 Shares as at the date of passing of the resolution.

As set out in the announcement of the Company dated 22 October 2010, the Company and the Subscribers entered into the Subscription Agreement pursuant to which the Subscribers had conditionally agreed to subscribe for the Subscription Shares, and such Subscription Shares would be issued pursuant to the Current General Mandate.

As stated in the announcement of the Company dated 2 November 2010 in relation to the results of subscription of new Shares under the Current General Mandate, 432,220,000 new Shares had been subscribed by the Subscribers. The net proceeds from the issue of the Subscription Shares of approximately HK$194,300,000 was intended to use as general working capital of the Group and as fund for future investment of the Group when investment opportunities arise, of which approximately HK$160,000,000 had been utilized as intended with the remaining balance is yet to be utilized; as set out in the announcement of the Company dated 22 October 2010, the Company and the Placing Warrants Agent entered into the Warrants Placing Agreement pursuant to which the Warrant Placing Agent agreed to place, on a best effort basis, the Placing Warrants to the Warrants Placees, and such Placing Warrants Shares would be issued under the Current General Mandate.

As stated in the announcement of the Company dated 11 November 2010, completion of the Warrants Placing had been taken place on 10 November 2010, and the Placing Warrants had been issued to the Warrants Placees. Assuming the full exercise of the subscription rights attaching to the Placing Warrants, 250,000,000 new Placing Warrant Shares will be issued by the Company. The net proceeds from the Warrants Placing of approximately HK$1,070,000 will be used for general working capital of the Group.

Further, as set out in the announcement of the Company dated 17 December 2010, the Company and the Shares Placing Agent entered into the Shares Placing Agreement pursuant to which the Shares Placing Agent agreed to place, on a best effort basis, up to 437,000,000 new Shares to Independent Third Parties, and such Shares Placing would be issued pursuant to the Current General Mandate. As stated in the announcement of the Company dated 29 December 2010, completion of the Shares Placing had been taken place on 29 December 2010, and an aggregate of 437,000,000 new Shares had been placed to Ping An Life Insurance Company of China Limited. The net proceeds of HK$194,650,000 will be intended to use for general working capital of the Group and as fund for future investment of the Group when investment opportunities arise.

Accordingly, during the period from the grant of the Current General Mandate to the Latest Practicable Date, the Current General Mandate had been utilized as to approximately 99.97%. As at the Latest Practicable Date, the Company had an aggregate of 9,141,477,704 Shares in issue and only 311,540 Shares remain outstanding under the Current General Mandate represented only approximately 0.003% of the issued share capital of the Company as at the Latest Practicable Date.

Since the AGM and except for the proposed grant of the New General Mandate herein, the Company has not refreshed its general mandate granted at the AGM.

6

LETTER FROM THE BOARD

Sets out below are the capital fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

Date of		Net proceeds raised	Intended use of	Actual use of
announcement	Fund raising activity	(approximately)	the net proceeds	the net proceeds
26 March 2010	Issue of new Shares	HK$172.8 million	As general working	Utilized as intended
	under general mandate		capital and/or possible
			investment opportunities
			identified by the
			Company
21 April 2010 and	(i) Subscription of new	HK$169.7 million	As general working	Utilized as intended
25 June 2010	Shares under specific		capital and further
	mandate; (ii) placing		development of existing
	of new Shares under		oil exploitation projects
	specific mandate; (iii)		in the PRC
	subscription of non-listed
	warrants; and (iv) placing
	of non-listed warrants
22 October 2010 and	Subscription of	HK$194.3 million	As general working	HK$160 million
4 November 2010	Subscription Shares		capital and future	utilized as intended.
	under general mandate		investment of the Group	The balance is yet
				to be utilized as
				intended
22 October 2010 and	Placing of Placing	HK$1,070,000	As general working	The balance is yet
4 November 2010	Warrants		capital of the Group	to be utilized as
				intended
17 December 2010	Placing of new Shares	HK$194.65 million	As general working	The balance is yet
	under general mandate		capital and/or possible	to be utilized as
			investment opportunities	intended
			identified by the
			Company

PROPOSED GRANT OF NEW GENERAL MANDATE

At the SGM, ordinary resolutions will be proposed to the Independent Shareholders that:

• (i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the share capital of the Company in issue as at the date of passing the relevant ordinary resolution; and

• (ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

The Company has not refreshed the Current General Mandate since the AGM.

7

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had an aggregate of 9,141,477,704 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the New General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the SGM, the Company would be allowed under the New General Mandate to allot and issue up to 1,828,295,540 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

REASONS FOR THE NEW GENERAL MANDATE

In order to maintain flexibility and provide discretion to the Directors to issue new Shares in the future which is necessary for the Group’s funding needs and future business development, the Directors propose to the Independent Shareholders a resolution to grant the New General Mandate such that the Directors can exercise the power of the Company to issue new Shares up to 20% of the issued share capital of the Company as at the date of the SGM. Whilst the Company at present does not have any concrete plan regarding the utilisation of the New General Mandate to be refreshed, additional capital expenditures which may be required for financing the oil and gas related projects, in particular a joint development and production project of coalbed methane (“ CBM ”) in the Erdos Basin. Given the acquisition strategies of the Company and the additional capital expenditures which may be required for financing the oil and gas related projects, in particular the CBM project, of the Group, should any investment opportunities and/ or additional capital expenditure requirements arise that would require the issuance of new Shares and a specific mandate has to be sought, the Directors are uncertain as to whether the requisite approval from Shareholders or Independent Shareholders, as the case may be, could be obtained in a timely manner. In addition, the New General Mandate offers an opportunity for the Directors to capture a favourable equity market condition to raise funds by issuing new Shares.

In view of the above, the Directors consider the grant of the New General Mandate, which may or may not be utilized, is in the best interests of the Company and the Shareholders as a whole.

RE-ELECTION OF DIRECTORS

Mr. Wang Ziming (“ Mr. Wang ”) was appointed as an executive Director by the Board with effect from 16 August 2010. On the same day, Dr. Di Lingjun (“ Dr. Di ”) and Dr. Wong Lung Tak Patrick, BBS, J.P. (“ Dr. Wong ”) were appointed as an independent non-executive Directors by the Board. Pursuant to Bye-law 86(2) of the Bye-laws, each of Mr. Wang, Dr. Di and Dr. Wong shall hold office only until the SGM and, being eligible, offers himself for re-election at the SGM.

Mr. Wang, aged 44, graduated from the College of Economy and Trade Management, Shanghai International Studies University in 1988, and received a Bachelor Degree in Economics. Mr. Wang has worked in Sinochem Corporation, PRC and has extensive experience in the exploration and management in the resources sector. He is also well experienced in mining business investment and possesses abundant governmental public relations resources. As at the Latest Practicable Date, 5,000,000 Shares of the Company are owned by a company which is wholly and beneficially owned by Mr. Wang and Mr. Wang also has personal interest in 100,000,000 Shares of the Company.

8

LETTER FROM THE BOARD

There is a service contract between the Company and Mr. Wang. According to the service contract, Mr. Wang is appointed for a term of 3 years and is also subject to retirement by rotation and other related provisions as stipulated in the Bye-laws. The remuneration of Mr. Wang is HK$86,000 per month and bonus which was determined by the Board and the remuneration committee with reference to his duties and responsibilities within the Company.

Dr. Di, aged 55, has been involved in oil and gas projects since 1970 and worked for the petroleum section under the Geophysical Exploration Bureau of the Ministry of Petroleum. Mr. Di graduated from Northwest University, PRC, major in the field of petroleum and natural gas geology in 1980 and subsequently joined the Comprehensive Geophysics Team, Ordos Geological Survey Department, Changqing Oil Field and participated in its research projects. Mr. Di has worked in the Exploration and Development Institute, Changqing Oil Field since 1983. Mr. Di was awarded a doctorate degree in sedimentology and basin analysis by the Northwest University, PRC. For the past 40 years, Dr. Di has been involved in oil and gas projects, and has participated in the research and studies of earthquake, drilling geology, field geological mapping, detailed field geological structure survey. He has also been in charge of underground work technology and involved in comprehensive petroleum geology research projects, and national and municipal petroleum and natural gas geological sciences research; for which he has received National, Municipal and Bureaucratic awards for Technological Advancement. His dissertations have been published in major publications both within and outside the PRC. In his career, Dr. Di has worked as a project manager in the regional petroleum and natural gas exploration project, Changqing Oil Field; Geology Controller and Deputy General Manager of the North Shannxi Petroleum and Natural Gas Exploration Project conducted by the New District Exploration Division of the China National Petroleum Corporation. Dr. Di is at present the Deputy Chief Geologist of Exploration and Development Institute, Changqing Oil Field, CNPC.

There is a service contract between the Company and Dr. Di. According to the service contract, Dr. Di is appointed for a term of one year and is also subject to retirement by rotation and other related provisions as stipulated in the Bye-laws. The remuneration of Dr. Di is HK$200,000 per year which was determined by the Board and the remuneration committee with reference to his duties and responsibilities within the Company.

Dr. Wong, aged 62, is a practising certified public accountant in Hong Kong and the managing director of Wong Lam Leung & Kwok CPA Limited. He has over 30 years’ experience in the accountancy profession. Dr. Wong was accorded Doctor of Philosophy in Business in 2000, was awarded a Badge of Honour by the Queen of England in 1993, and was appointed a Justice of the Peace in 1998 and awarded by the Hong Kong Government of SAR Bronze Bauhinia Star (BBS) in 2010. He was appointed Adjunct Professor, School of Accounting and Finance, The Hong Kong Polytechnic University in 2002. Dr. Wong participates in many types of community services, holding posts in various organizations and committees in government and voluntary agencies. Dr. Wong is currently an independent non-executive director of Water Oasis Group Limited, CC Land Holdings Limited, Galaxy Entertainment Group Limited, Ruinian International Limited, Guangzhou Pharmaceutical Co. Ltd. and China Precious Metal Resources Holdings Co., Ltd. all of which are listed on the Main Board of the Stock Exchange. Also, Dr. Wong has been appointed as an independent non-Executive Director of National Arts Holdings Ltd. (listed on the Growth Enterprise Market of the Stock Exchange).

9

LETTER FROM THE BOARD

There is a service contract between the Company and Dr. Wong. According to the service contract, Dr. Wong is appointed for a term of one year and is also subject to retirement by rotation and other related provisions as stipulated in the Bye-laws. The remuneration of Dr. Wong is HK$200,000 per year which was determined by the Board and the remuneration committee with reference to his duties and responsibilities within the Company.

Save as disclosed above, each of Mr. Wang, Dr. Di and Dr. Wong has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial or controlling Shareholders of the Company. Other than the directorship in the Company, each of Mr. Wang, Dr. Di and Dr. Wong does not hold other positions with the Company or other members of the Company. Save as disclosed above, as at the Latest Practicable Date, each of Mr. Wang, Dr. Di and Dr. Wong did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no further information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and any other matters that need to be bought to the attention of the Shareholders of the Company.

SPECIAL GENERAL MEETING

Pursuant to the Listing Rules, the New General Mandate requires the approval of the Independent Shareholders at the SGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolutions. As at the Latest Practicable Date, since the Company has no controlling Shareholders, Mr. Kong Siu Tim, Dr. Dai Xiaobing, Mr. Wang Ziming and Mr. Wan Tze Fan Terence, all being Directors, and their associates (if any), are interested in 40,500,000, 480,000,000, 105,000,000 and 30,660,000 Shares, representing approximately 0.44%, 5.25%, 1.15% and 0.34% of the issued share capital of the Company respectively. Accordingly, Mr. Kong Siu Tim, Dr. Dai Xiaobing, Mr. Wang Ziming and Mr. Wan Tze Fan Terence, and their respective associates shall abstain from voting in favour of the relevant resolutions at the SGM.

Any vote of the Independent Shareholders at the SGM will be taken by poll for resolutions in relation to the granting and extension of New General Mandate.

The notice convening the SGM is set out on pages 21 to 23 of this circular. At the SGM, ordinary resolutions will be proposed to approve the proposed grant of the New General Mandate. A form of proxy for use at the SGM is also enclosed with this circular. To be valid, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed must be completed in accordance with the instructions printed thereon and delivered to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting. The completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting in person if you so wish.

10

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprises Dr. Di Lingjun, Mr. Wong Kwok Chuen Peter and Dr. Wong Lung Tak Patrick, all being independent non-executive Directors. It has been established to advise the Independent Shareholders on the grant and extension of the New General Mandate.

Mansion House Securities (F.E.) Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant and extension of the New General Mandate.

RECOMMENDATIONS

The Directors consider the refreshment of the New General Mandate is in the interests of the Company and the Shareholders as a whole and accordingly recommend the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM for approving the grant and extension of the New General Mandate.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the grant and extension of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommends the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM for approving the grant and extension of the New General Mandate.

The Directors also consider that the re-election of Directors are in the best interests of the Company and its Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions set out in the notice of the SGM.

GENERAL INFORMATION

Your attention is drawn to the letter of advice from the Independent Financial Adviser set out on pages 14 to 20 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the grant and extension of the New General Mandate and the letter from the Independent Board Committee set out on page 13 of this circular which contains its recommendation to the Independent Shareholders in relation to the grant of the New General Mandate.

11

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board Sino Oil and Gas Holdings Limited Kong Siu Tim Chairman

12

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the proposed refreshment of the New General Mandate:

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(Incorporated in Bermuda with limited liability) (Stock Code: 702)

8 January 2011

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We have been appointed as the Independent Board Committee to consider and advise you on in connection with the proposed refreshment of the New General Mandate, details of which are set out in the circular dated 8 January 2011 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Terms defined in the Circular will have the same meanings when used herein unless the context otherwise requires.

We wish to draw your attention to the letter from the Board and the letter of advice from Mansion House Securities (F.E.) Limited set out on pages 5 to 12 and pages 14 to 20 of the Circular respectively.

Having taken into account the principal factors and reasons considered by Mansion House Securities (F.E.) Limited, its conclusion and advice, we concur with the view of Mansion House Securities (F.E.) Limited and consider the terms of the refreshment of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned and the New General Mandate is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend you to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the refreshment of the New General Mandate and the transactions contemplated thereunder.

Yours faithfully,

Dr. Di Lingjun

Mr. Wong Kwok Chuen Peter Dr. Wong Lung Tak Patrick Independent Board Committee

13

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from Mansion House Securities (F.E.) Limited dated 8 January 2011 in relation to the grant of the New General Mandate for the purpose of this circular.

Mansion House Securities (F.E.) Limited

Unit B, 4/F., China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong

8 January 2011

To the Independent Board Committee and the Independent Shareholders of

Sino Oil and Gas Holdings Limited

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE NEW SHARES

INTRODUCTION

We refer to the circular to the Shareholders dated 8 January 2011 (the “ Circular ”) issued by the Company in which this letter forms part and our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of New General Mandate, details of which are set out in the letter from the Board (the “ Board’s Letter ”) contained in the Circular. Capitalised terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

Pursuant to Rule 13.36(4) of the Listing Rules, the grant of the New General Mandate of the Company is subject to the approval of the Independent Shareholders by way of a poll at the SGM with the controlling shareholders of the Company and their associates or, where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates abstain from voting in favour.

The Independent Board Committee has been formed to advise the Independent Shareholders on whether the proposed grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and whether it is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information, statements, opinions and representations supplied to us by the Company and the Directors and we have assumed that all such information, statements, opinions and representations contained or referred to in the Circular were true, accurate and complete at the time they were made and continue to be true, accurate and complete at the date of the Circular, and we have relied on the same. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the Board’s Letter were reasonably made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in the Circular. We consider that we have been provided sufficient information to enable us to reach an informed view regarding the proposed grant of the New General Mandate, and to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinions. We have no reason to suspect that any material facts or information (which is known to the Company) have been omitted or withheld from the information supplied or opinions expressed in the Circular nor to doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and the Directors which have been provided to us. We have not, however, carried out any independent verification on the information provided to us by the Directors, nor have we conducted an independent in-depth investigation into the business and affairs of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the proposed grant of the New General Mandate, we have taken the following principal factors and reasons into consideration:

Background

At the AGM, Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Current General Mandate to issue not more than 1,119,531,540 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company of 5,597,657,704 Shares as at the date of passing of the resolution.

During the period from the grant of the Current General Mandate to the Latest Practicable Date, the Current General Mandate has been substantially utilised or earmarked to be utilised as to (i) 432,220,000 Shares in connection with the subscription of new Shares by the Subscribers announced by the Company on 22 October 2010; (ii) a maximum of 250,000,000 Shares, which may fall to be issued upon exercise of any warrants issued in connection with the Warrant Placing as announced by the Company on 22 October 2010; and (iii) 437,000,000 Shares in connection with the placing of new Shares announced by the Company on 17 December 2010. To maintain the financial flexibility necessary for the Group’s future business development, the Directors propose to seek the approval of the Independent Shareholders at the SGM for the granting of the New General Mandate.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, the Company had an aggregate of 9,141,477,704 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the New General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the SGM, the Company would be allowed under the New General Mandate to allot and issue up to 1,828,295,540 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

Reasons for the grant of the New General Mandate

As advised by the Company, the Directors consider that equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. Given the Current General Mandate has almost been fully utilised or earmarked to be utilised, the Board considers that the refreshment of the Current General Mandate is necessary so that should future funding needs arise or attractive terms for investment in Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly. In order to maintain flexibility and provide discretion to the Directors to issue new Shares in the future which is necessary for the Group’s funding needs and future business development, the Directors consider that the proposed grant of the New General Mandate is in the best interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, there is currently no concrete proposal presented by potential investors for investment in Shares.

Business of the Group

The Group is principally engaged in exploitation, development and production of crude oil and natural gas in the PRC and the United States.

As advised by the Company, the Group has acquired four oil and gas assets in the United States and the PRC since 2007. In July 2010, the Company entered into an acquisition agreement for a 70% interest in respect of a joint development and production project of coalbed methane (“ CBM ”) in the Erdos Basin (the “ Acquisition ”), which was completed in November 2010. As stated in the interim report 2010 of the Company, the CBM fields, located in the Sanjiao Block in Shanxi and Shaanxi Provinces in the PRC, are verified to have CBM reserves in place exceeding 1,300 billion cubic feet, and this investment will form a strong addition to, and complements the Group’s existing portfolio of oil blocks in the PRC and the United States. As advised by the Company, as at the Latest Practicable Date, the outstanding amount of the cash consideration for the Acquisition payable by the Company amounted to HK$500 million. In addition, the Group signed a memorandum of understanding for the acquisition of a 90% economic interest in a production sharing contract for an oil field in Jinzhuang District, Ganquan County, Shaanxi Province, also located in the Erdos Basin (the “ Possible Acquisition ”). As at the Latest Practicable Date, no formal agreement has been reached in respect of the Possible Acquisition. As stated in the interim report 2010 of the Company, the Group will continue to identify high-quality oil and gas acquisition targets in the Erdos Basin, with a view to further enhancing shareholders’ investment value. Whilst there is currently no concrete proposal presented by potential investors for investment in Shares, additional capital expenditures which may be required for financing the oil and gas related projects, in particular the CBM project, of the Group. Given the acquisition strategies of the Company and the additional capital expenditures which may be required for financing the oil and gas related projects, in particular the CBM project, of the Group, should any investment opportunities and/or additional capital expenditure requirements arise that would

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

require the issuance of new Shares and a specific mandate has to be sought, the Directors are uncertain as to whether the requisite approval from Shareholders or independent Shareholders, as the case may be, could be obtained in a timely manner. In addition, the New General Mandate offers an opportunity for the Directors to capture a favourable equity market condition to raise funds by issuing new Shares. The Directors believe that the New General Mandate would offer the Group more flexibility to capture investment opportunities which may arise at any time and require prompt investment decision by the Group. The Directors also consider that the New General Mandate would provide the Company with the maximum flexibility to raise additional capital for any future investment or as working capital of the Group if necessary.

For the past twelve months prior to the Latest Practicable Date, the Company had conducted the following fund raising activities.

Date of		Net proceeds raised	Intended use of	Actual use of
announcement	Fund raising activity	(approximately)	the net proceeds	the net proceeds
26 March 2010	Issue of new shares under	HK$172.8 million	As general working	Utilized as intended
	general mandate (the		capital and/or possible
	“March Issue”)		investment opportunities
			identified by the
			Company
21 April 2010 and	Subscription of new	HK$169.7 million	As general working	Utilized as intended
25 June 2010	shares under specific		capital and further
	mandate; placing of new		development of existing
	shares under specific		oil exploitation projects
	mandate; subscription		in the PRC
	of non-listed warrants;
	placing of non-listed
	warrants (the “April
	Issue”)
22 October 2010 and	Subscription of new	HK$194.3 million	As general working	HK$160 million
4 November 2010	shares under general		capital and future	utilized as intended.
	mandate (the “October		investment of the Group	The balance is yet
	Shares Issue”)			to be utilized as
				intended
22 October 2010 and	Placing of non-listed	HK$1,070,000	As general working	The balance is yet
4 November 2010	warrants (the “October		capital of the Group	to be utilized as
	Warrants Issue”)			intended
17 December 2010	Placing of new shares	HK$194.65 million	As general working	The balance is yet
	under general mandate		capital and/or possible	to be utilized as
	(the “December Issue”)		investment opportunities	intended
			identified by the
			Company

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Save for disclosed herein and the proposed placing of new Shares under specific mandate announced by the Company on 3 July 2010 but which has lapsed, the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date. Notwithstanding the Company has conducted a number of fund raising activities for the past twelve months prior to the Latest Practicable Date, it is noted that the net proceeds from the March Issue and the April Issue have been fully utilised, while the net proceeds from the October Shares Issue, the October Warrants Issue and the December Issue have been partially utilised as detailed in the above table. In fact, as stated in the interim report 2010 of the Company, the Group’s business is capital intensive and capital investment requirements are subject to change in operations, market and regulatory environments.

Taking into account (i) the principal business of the Group in exploitation, development and production of crude oil and natural gas, which is capital intensive in nature; (ii) the capital investment requirements are subject to change in operations, market and regulatory environments; (iii) the Group has been active in pursuing and developing investments in oil and gas related businesses, including the Acquisition and the Possible Acquisition; and (iv) the Group will continue to identify high-quality oil and gas acquisition targets in the Erdos Basin, with a view to further enhancing shareholders’ investment value, we are of the opinion that the New General Mandate would provide the Company with more flexibility essential for fulfilling any possible funding needs for business operations, development and investment decisions in a timely manner. As such, we are of the view that the grant of the New General Mandate will be in the interests of the Company and the Shareholders as a whole.

Other financing alternative

The Board considers equity financing to be an important avenue of resources for the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group may also consider other financing methods such as debt financing or internal cash resources to fund its future investment and/or business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment that may be identified by the Company in the future. In addition, debt financing may incur interest burden on the Group and it may subject to lengthy due diligence and negotiations with the banks with reference to the Group’s financial position, capital structure and the financial market condition at that time. The Directors consider that equity financing such as issuance of new Shares may be an appropriate means to fund such investments and/or acquisitions and provide additional working capital for future development and expansion of the Group.

We consider that the proposed grant of the New General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity financing. As such, we are of the view that the proposed grant of the New General Mandate will be in the interest of the Company and the Shareholders as a whole. We also consider it is prudent and reasonable for the Group to maintain a strong capital base while additional funding may be needed for investment and business expansion purposes from time to time. We are of the view that the New General Mandate could provide the Company with flexible financing option to raise additional capital for any future needs or as working capital of the Group and therefore is fair and reasonable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

POTENTIAL DILUTION TO EXISTING SHAREHOLDING OF THE COMPANY

Set out below is a table showing the shareholding structure of the Company as at the Latest Practicable Date, and, for illustrative purpose, the potential dilution effect upon full utilization of the New General Mandate, assuming no other Shares are issued and/or repurchased by the Company prior to the date of the SGM:

Shareholders Kong Siu Tim Dai Xiaobing Wang Ziming Wan Tze Fan Terence Existing public Shareholders Shares to be issued under the New General Mandate Total	As at the Latest No. of Shares 40,500,000 480,000,000 105,000,000 30,660,000 8,485,317,704 – 9,141,477,704	Practicable Date Approximate % 0.44 5.25 1.15 0.34 92.82 – 100.00	Upon full utilization of the New General Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the SGM) No. of Shares Approximate % 40,500,000 0.37 480,000,000 4.38 105,000,000 0.96 30,660,000 0.28 8,485,317,704 77.35 1,828,295,540 16.66 10,969,773,244 100.00	Upon full utilization of the New General Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the SGM) No. of Shares Approximate % 40,500,000 0.37 480,000,000 4.38 105,000,000 0.96 30,660,000 0.28 8,485,317,704 77.35 1,828,295,540 16.66 10,969,773,244 100.00
				100.00

As illustrated in the table above, the aggregate shareholding of the existing public Shareholders will decrease from approximately 92.82% as at the Latest Practicable Date to approximately 77.35% upon full utilization of the New General Mandate, assuming no other Shares are issued and/or repurchased by the Company prior to the date of the SGM.

Taking into account the benefits of the New General Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted proportionately, we consider such dilution or potential dilution effect of shareholdings of the Shareholders to be acceptable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATIONS

Having considered the above principal factors and reasons, we are of the view that the proposed grant of the New General Mandate is fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders and advise the Independent Board Committee to recommend to the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

For and on behalf of Mansion House Securities (F.E.) Limited Angelina Kwan Chief Executive Officer

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NOTICE OF SGM

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(Incorporated in Bermuda with limited liability) (Stock Code: 702)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Sino Oil and Gas Holdings Limited (the “ Company ”) will be held at Macau Jockey Club, 1/F., Function Room, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 25 January 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors (the “ Directors ”) of the Company at the annual general meeting (the “ AGM ”) of the Company held on 28 May 2010 be and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “ Shares ”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (the “ Bye-laws ”) of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

   • (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

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NOTICE OF SGM

• (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of such resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act or any other applicable laws of Bermuda to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT conditional upon the passing of resolution no. 1 above, the mandate granted to the Directors at the AGM to extend the general mandate to allot and issue Shares to Shares repurchased by the Company be and is hereby revoked and replaced by the mandate THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 1 above in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such resolution.”

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NOTICE OF SGM

1. “ THAT Mr. Wang Ziming be re-elected as an Executive Director of the Company.”

2. “ THAT Dr. Di Lingjun be re-elected as Independent Non-Executive Director of the Company.”

3. “ THAT Dr. Wong Lung Tak Patrick be re-elected as Independent Non-Executive Director of the Company.”

By order of the Board Sino Oil and Gas Holdings Limited Wan Tze Fan Terence Company Secretary

Hong Kong, 8 January 2011

Registered Office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Suite 3707-3708 Hamilton HM11 West Tower, Shun Tak Centre Bermuda 168-200 Connaught Road Central Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy needs not be a member of the Company.

2. In order to be valid, the form of proxy must be duly lodged at the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. The English translation of Chinese names or words in this notice is included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

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