Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2012

Jan 9, 2012

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.

==> picture [63 x 56] intentionally omitted <==

==> picture [261 x 36] intentionally omitted <==

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

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT; RE-ELECTION OF DIRECTORS; AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting (the “ SGM ”) of the Company to 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, 31 January 2012 at 9:30 a.m. is set out on pages 8 to 9 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 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.

9 January 2012

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

i

DEFINITIONS

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

• “2002 Share Option Scheme” the share option scheme adopted by the Company on 6 March 2002, which has been termination pursuant to resolution passed by the Shareholders at the annual general meeting of the Company held on 28 May 2010

• “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

• “Director(s)” director(s) of the Company from time to time

• “ED Options” the 144,000,000 Share Options proposed to be granted to the Executive Directors under the Share Option Scheme

• “Executive Directors” Dr. Dai Xiaobing (the chairman of the Company), Mr. King Hap Lee (the chief executive officer of the Company), Mr. Wang Ziming and Mr. Wan Tze Fan Terence, all being executive Directors of the Company

• “Existing Options” the Share Options, other than the ED Options, which have been granted to the directors and the employees of the Group under the Share Option Scheme and the 2002 Share Option Scheme and remain outstanding up to the Latest Practicable Date

• “Existing Scheme Mandate Limit” the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme to subscribe up to 559,765,770 Shares, representing 10% of the issued share capital of the Company as at the date of approval of the adoption of the Share Option Scheme

• “Group” the Company and its subsidiaries

1

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	4 January 2012, 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
“Proposed Refreshment”	the proposed refreshment of the Existing Scheme Mandate Limit
	under the Share Option Scheme
“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 Macau Jockey Club, 1/F., Function Room, China
	Merchants Tower, Shun Tak Centre, 168-200 Connaught Road
	Central, Hong Kong on Tuesday, 31 January 2012 at 9:30 a.m. to
	consider and, if appropriate, to approve the ordinary resolutions
	contained in the notice of the meeting which are set out on pages 8
	to 9 of this circular
“Share(s)”	ordinary share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
“Share Option(s)”	share option(s) granted or to be granted under the Share Option
	Scheme
“Share Option Scheme”	the new share option scheme of the Company adopted by
	resolution of the Shareholders at the annual general meeting of the
	Company held on 28 May 2010
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

2

LETTER FROM THE BOARD

==> picture [63 x 56] intentionally omitted <==

==> picture [261 x 36] intentionally omitted <==

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

Executive Directors: Dr. Dai Xiaobing (Chairman) Mr. King Hap Lee Mr. Wang Ziming Mr. Wan Tze Fan Terence

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Director:

Mr. Kong Siu Tim

Independent non-executive Directors:

Mr. Wong Kwok Chuen Peter Dr. Wong Lung Tak Patrick Dr. Wang Yanbin

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

9 January 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT; 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 the Proposed Refreshment and the re-election of Directors, together with the notice of SGM, at which the necessary resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the Proposed Refreshment and the re-election of Directors by way of poll.

PROPOSED REFRESHMENT

Pursuant to the Share Option Scheme, the Directors were authorised to grant Share Options to fulltime and part-time employees (including all Directors), advisors and consultants of the Group or any other specified participants who, in the absolute opinion of the Board, have contributed or will contribute to the Group.

3

LETTER FROM THE BOARD

On 28 May 2010, the Existing Scheme Mandate Limit was granted by a resolution of the Shareholders at the annual general meeting of the Company pursuant to which the Directors were allowed to grant Share Options under the Share Option Scheme and other share options schemes carrying the right to subscribe for a maximum of 559,765,770 Shares.

Reference is also made to the announcement of the Company dated 7 December 2011 in relation to, among other matters, the grant of an aggregate of 144,000,000 ED Options to the Executive Directors, under the Share Option Scheme as to 36,000,000 ED Options for each of the executive Directors.

A total of 559,700,000 Share Options have been granted under the Share Option Scheme pursuant to the Existing Scheme Mandate Limit up to the Latest Practicable Date, including the Share Options granted to the non-executive Directors, the independent non-executive Directors and employees as mentioned in the announcement of the Company dated 7 December 2011, representing approximately 99.99% of the aggregate number of Shares which may be allotted and issued under the Existing Scheme Mandate Limit. The balance of 65,770 Share Options which may be granted pursuant to the Existing Scheme Mandate Limit is insufficient for the proposed grant of ED Options to the Executive Directors.

As at the Latest Practicable Date, out of the total of 559,700,000 Share Options granted under the Share Option Scheme since the adoption of the Share Option Scheme, no Share Options were exercised or lapsed and 559,700,000 Share Options were outstanding, representing approximately 4.66% of the issued share capital of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, the total issued share capital of the Company is 12,019,077,704 Shares. Under the Listing Rules and subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Existing Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the aforesaid Shareholders’ approval.

In light of the proposed grant of ED Options to the Executive Directors and to enable the Company to grant further Share Options to other eligible participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and Shareholders as a whole, the Board proposes to refresh the Existing Scheme Mandate Limit to the effect that the maximum number of Share which may be issued upon the exercise of all the Share Options to be granted under the Existing Scheme Mandate Limit as refreshed will be 1,201,907,770 Shares (assuming no further issue or purchase of Shares prior to the SGM), representing 10% of the issued share capital of the Company as at the date of the approval of the Proposed Refreshment by the Shareholders at the SGM, such that the Shares which may be issued upon the exercise of all the ED Options proposed to be granted to the Executive Directors would not be exceeding 10% of the Shares in issue as at the date of the SGM.

As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the SGM to approve the Proposed Refreshment such that the total number of Shares which may be issued upon exercise of all the Share Options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company must not exceed the Existing Scheme Mandate Limit as refreshed.

4

LETTER FROM THE BOARD

The Proposed Refreshment is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the Proposed Refreshment at the SGM; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the new Shares to be issued, pursuant to the exercise of any Share Options that may be granted under the Share Option Scheme under the Existing Scheme Mandate Limit as refreshed.

Application will be made to the Stock Exchange for the granting of the approval of the listing of, and permission to deal in, the new Shares which fall to be issued upon the exercise of any Share Options that may be granted under the Share Option Scheme under the Existing Scheme Mandate Limit as refreshed.

The Directors consider the Proposed Refreshment is in the best interests of the Company and the Shareholders as a whole.

RE-ELECTION OF DIRECTORS

Mr. King Hap Lee (“ Mr. King ”) was appointed as an executive Director and Dr. Wang Yanbin (“ Dr. Wang ”) was appointed as an independent non-executive Director by the Board with effect from 1 September 2011. Pursuant to Bye-law 86(2) of the Bye-laws, each of Mr. King and Dr. Wang shall hold office only until the SGM and, being eligible, offers himself for re-election at the SGM.

Mr. King Hap Lee

Mr. King Hap Lee, aged 49, has been the Chief Executive Officer of the Company since November 2010 and is principally responsible for strategy development planning and daily operation of the Company. Mr. King graduated from Xian Jiaotong University in 1983. He worked for various central government departments and state-owned enterprises for a considerable period of time and has more than 20 years’ experience in government organizations and enterprises management. He was the deputy director and Chairman of Workers’ Union of Mechanic and Electronic Products Importation and Exportation Office of the State Council, the deputy general manager of 中國機械工業供銷深圳集團公司 (China Machinery Industry Marketing & Supply Shenzhen Group Corporation) and managing director of 中機香港公司 (China National Machinery Hong Kong Company).

As at the Latest Practicable Date, an interest in 300,000,000 shares and short position of 200,000,000 shares of the Company are held by a company which is wholly and beneficially owned by Mr. King. Mr. King is also interested in 36,000,000 ED Options conferring rights to subscribe for 36,000,000 new Shares conditional upon the Proposed Refreshment having been approved by the Shareholders at the SGM. Save as disclosed above, as at the Latest Practicable Date, Mr. King did not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. King has not held any directorship in other listed companies in the past three years. He has no relationship with any directors, senior management or substantial or controlling shareholders of the Company.

5

LETTER FROM THE BOARD

There is a service contract between the Company and Mr. King. According to the service contract and the Bye-laws, Mr. King is appointed for a term of 3 years and is also subject to retirement by rotation and re-election and other related provisions as stipulated in the Bye-laws. The remuneration of Mr. King is HK$2,000,000 per year and bonus which was determined by the Board and the remuneration committee with reference to his duties and responsibilities within the Company. In relation to the re-election of Mr. King, the Company is not aware of any matters which are required 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 brought to the attention of the Shareholders.

Dr. Wang Yanbin

Dr. Wang Yanbin, aged 54, is a professor and tutor for doctoral candidates of China University of Mining & Technology (Beijing), and head of the Scientific Research Office of China University of Mining & Technology (Beijing). Dr. Wang holds a bachelor degree in coalfield geology from the faculty of geology of Huainan Mining Institute in China. He also holds a master degree in coal petrology and coalfield geology and a doctor degree in coalfield, oil and gas geology and organic geochemistry from China University of Mining & Technology (Beijing). Prior to 1993, Dr. Wang mainly engaged in teaching and scientific research on coalfield geology and coalbed methane geology. Since 1993, he has focused on geological research on coalfield geology, oil, natural gas and coalbed methane. He has led the development of a project for the National Natural Science Foundation of China, and few scientific projects for China National Petroleum Corporation and China Petrochemical Corporation. Dr. Wang has also participated in more than 30 scientific projects in cooperation with various oil fields and Mining Bureaus nationwide. He was granted the State Scientific and Technological Progress Award for several times and has published 3 books and more than 70 academic papers.

As at the Latest Practicable Date, Dr. Wang was interested in 3,000,000 Share Options conferring rights to subscribe for 3,000,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. Wang did not have any interest in the Shares within the meaning of Part XV of the SFO.

Dr. Wang has not held any directorship in other listed companies in the past three years. Dr. Wang has no relationship with any directors, senior management or substantial or controlling shareholders of the Company.

There is a service contract between the Company and Dr. Wang. According to the service contract and the Bye-laws, Dr. Wang is appointed for a term of one year and is also subject to retirement by rotation and re-election and other related provisions as stipulated in the Bye-laws. The remuneration of Dr. Wang 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. In relation to the re-election of Dr. Wang, the Company is not aware of any matters which are required 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 brought to the attention of the shareholders of the Company.

6

LETTER FROM THE BOARD

SGM

Set out on pages 8 to 9 of this circular is a notice convening the SGM to 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, 31 January 2012 at 9:30 a.m.. At the SGM, ordinary resolutions will be proposed to approve (i) the Proposed Refreshment; and (ii) the re-election of Directors.

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 of the Company, Computershare Hong Kong Investor Services Limited, at Shops 17121716, 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, and in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATIONS

The Directors consider the Proposed Refreshment is in the best interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM for approving the Proposed Refreshment.

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

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.

Yours faithfully, By order of the Board Sino Oil and Gas Holdings Limited Dai Xiaobing Chairman

7

NOTICE OF SGM

==> picture [63 x 56] intentionally omitted <==

==> picture [261 x 36] intentionally omitted <==

(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, 31 January 2012 at 9:30 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 , subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the ordinary shares (the “ Shares ”) of HK$0.01 each in the capital of the Company which may be issued pursuant to the exercise of option to be granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme of the Company adopted on 28 May 2010 (the “ Share Option Scheme ”), which entitles the directors (the “ Directors ”) to grant options after the listing of Shares on the Stock Exchange, in the manner as set out in paragraph (a) below of this resolution,

2. (a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of the Shares in issue as at the date of passing of this resolution be and is hereby approved; and

3. (b) the Directors be and are hereby authorised to grant options and to allot, issue and deal with the Shares of the Company pursuant to the exercise of any options granted under the Share Option Scheme and to take all such steps as they may consider necessary or expedient to implement the Share Option Scheme within the Scheme Mandate Limit and to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

4. “ THAT Mr. King Hap Lee be re-elected as executive director of the Company.”

8

NOTICE OF SGM

1. “ THAT Dr. Wang Yanbin be re-elected as independent non-executive director of the Company.”

By order of the Board Sino Oil and Gas Holdings Limited Dai Xiaobing Chairman

Hong Kong, 9 January 2012

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 need 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.

9