Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2014

Oct 31, 2014

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

A letter from an independent committee of the board of the Company (the “ Independent Board Committee ”) is set out on page 10 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 11 to 19 of this circular.

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 20 November 2014 at 9:30 a.m. is set out on pages 20 to 22 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.

3 November 2014

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

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 29 May 2014 in which the Shareholders had approved, among other matters, the Current General Mandate

• “associates” have the same meaning as ascribed in the Listing Rules “Beijing Orion” 北京奧瑞安能源技術開發有限公司 (Beijing Orion Energy Technology Development Limited), a company incorporated in the PRC

• “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, 29 May 2014

• “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”

• Messis Capital Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO, being independent financial adviser to the Independent Board Committee and the Independent Shareholders

1

DEFINITIONS

“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”	28 October 2014, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular
“Lender”	Smart Bond Development Ltd., a company incorporated in the
	British Virgin Islands with limited liability
“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
“OEI”	Orion Energy International Inc., a company incorporated in the
	Cayman Islands with limited liability, an indirect wholly owned
	subsidiary of the Company
“PRC”	the People’s Republic of China which, for the purposes of this
	circular, excludes Hong Kong, the Macau Special Administrative
	Region of the People’s Republic of China 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 Macau Jockey Club, 1/F., Function Room, China
	Merchants Tower, Shun Tak Centre, 168-200 Connaught Road
	Central, Hong Kong on 20 November 2014 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
	20 to 22 of this circular
“Share(s)”	ordinary share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

2

LETTER FROM THE BOARD

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

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

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Directors:

Mr. Chen Hua Mr. Huang Shaowu Mr. He Lin Feng Mr. Ma Tengying

Independent non-executive Directors: Mr. Wong Kwok Chuen Peter Professor Wong Lung Tak Patrick Dr. Wang Yanbin Dr. Dang Weihua

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

3 November 2014

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.

3

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 3,010,786,139 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company of 15,053,930,697 Shares as at the date of passing of the resolution.

As set out in the announcement of the Company dated 8 July 2014, the Company entered into the subscription agreements with not less than six subscribers pursuant to which 2,900,000,000 Shares were issued pursuant to the Current General Mandate on 16 July 2014.

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 96.32%. As at the Latest Practicable Date, the Company had an aggregate of 17,953,930,697 Shares in issue and only 110,786,139 Shares remain outstanding under the Current General Mandate represented only approximately 0.62% 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.

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

Regarding the issue of new shares under the general mandate as disclosed in the announcement of the Company dated 8 July 2014, the net proceeds were approximately HK$593,500,000. The proceeds are basically used as intended. Among which, a refundable deposit of CAD40 million (equivalent to approximately HK$289 million) has been paid pursuant to the memorandum of understanding as disclosed in the announcements of the Company dated 30 June 2014 and 1 September 2014 (the “ Announcements ”) respectively. Approximately HK$75 million has been used for operations of the Group’s existing oil and gas projects and working capital, including, but not limited to, construction of ground facilities, settlement and completion of the construction work of horizontal wells in the Group’s coalbed methane operation. Amount of approximately HK$100 million has been used for repayment of a loan (details of the loan has been disclosed in the announcement of the Company dated 17 March 2014). The remaining balance of the proceeds may be used as intended, including for operations of the Group’s existing oil and gas projects, general working capital and possible payment for the total consideration for the possible acquisition as disclosed in the Announcements and such amount is held as deposits with financial institutions in Hong Kong and the PRC.

Regarding the issue of Warrants to the Lender in accordance with the terms of the Facility Agreement as disclosed in the announcement of the Company dated 17 March 2014, assuming the exercise in full of the subscription rights attaching to the Warrants, the gross proceeds and the net proceeds from the issue of the Warrant Shares will be approximately HK$50,000,000, which will be applied as general working capital of the Group.

4

LETTER FROM THE BOARD

Regarding the issue of new shares under the general mandate as disclosed in the announcement of the Company dated 13 January 2014, the net proceeds were approximately HK$65,800,000. The proceeds have been fully utilized as intended for operations of the Group’s existing oil and gas projects and working capital. Among which, approximately 80% of the proceeds had been used for the operations of the Group’s coalbed methane project in Sanjiao. This includes settlement and completion of the construction work of pilot horizontal and vertical wells and certain construction work of the ground facilities. The remaining of the net proceeds were used for operation of existing oil fields in Shaanxi Province and general working capital for offices in different locations.

Regarding the issue of new shares under the general mandate as disclosed in the announcement of the Company dated 28 November 2013, the net proceeds were approximately HK$144,270,000. The proceeds have been fully utilized for the set-off of the fees payable by OEI to Beijing Orion pursuant to the series of agreements entered into between OEI and Beijing Orion in relation to, among other things, the supply of well drilling and related services by Beijing Orion to OEI during the period from 1 January 2006 to 31 October 2013, which was the intended use of the proceeds.

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 (if any).

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

As at the Latest Practicable Date, the Company had an aggregate of 17,953,930,697 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 3,590,786,139 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

REASONS FOR THE NEW GENERAL MANDATE

The Board considers that equity financing through the use of a general mandate is an important avenue of resources to the Group, as it (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any fund raising and/or prospective investment opportunity as and when it arises. The Board considers that such ability is crucial in a competitive and rapidly changing investment environment and in times of volatile market conditions.

5

LETTER FROM THE BOARD

As stated in the Interim Report 2014 of the Company, the Group will continue to expand the exploration and production of the Sanjiao coalbed methane project in Shanxi and Shaanxi Provinces. In addition to the existing oil and gas operations, the Company is also pursuing investment opportunities in mid-stream and lower-stream businesses of oil and gas sector. Further, the Company has been considering possible investments in Canada so as to expand its gas and oil exploration and exploitation business and to maximize Shareholders’ return as disclosed in the Announcements. Up to the Latest Practicable Date, the aforesaid possible investments in Canada are still in due diligence progress and no formal agreement has been entered into by the parties. The Board expects that once the negotiations in respect of the aforesaid possible investments in Canada become mature and require to be concluded, there may be a funding need for the Group’s investments (subject to the final terms and conditions).

In light of the above, the Board will consider all different possible sources of financing, including but not limited to, bank borrowing, equity financing and internal source of funds, if required. Among which, the Board considers that the refreshment of the Current General Mandate may provide financial flexibility to the Company. The refreshment of the Current General Mandate will also provide the Company with an additional financing alternative in a less costly and relatively flexible way. Furthermore, should attractive investment opportunities available, the Board will be able to respond promptly because fund raising exercise pursuant to a general mandate provides the Company with a more simple and less lead time process than other types of fund raising exercises and avoids the uncertainties in such circumstances that specific mandate may not be obtained in a timely manner. It is therefore reasonable for the Company to have the flexibility in deciding the financing methods for its future business development. In view of the above, the Board considers that the refreshment of the Current General Mandate is in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company does not have any concrete plan regarding the utilisation of the New General Mandate to be granted. Therefore, the New General Mandate, if approved, may or may not be utilised. Announcement will be made by the Company in the event any concrete fund raising plan arises as and when appropriate.

RE-ELECTION OF DIRECTORS

Mr. Chen Hua (“ Mr. Chen ”) and Mr. Huang Shaowu (“ Mr. Huang ”) were appointed as nonexecutive Directors by the Board with effect from 9 June 2014. Mr. He Lin Feng (“ Mr. He ”) was appointed as a non-executive Director by the Board with effect from 22 August 2014. Pursuant to Bye-law 86(2) of the Bye-laws, each of Mr. Chen, Mr. Huang and Mr. He shall hold office only until the SGM and, being eligible, offer themselves for re-election at the SGM.

Mr. Chen Hua, aged 48, holds a bachelor degree and founded the Kingkey Group Limited (“ Kingkey Group ”) in 1994. He is the founder, chairman and chief executive officer of Kingkey Group. Kingkey Group is a Chinese well-known brand with an integrated business comprising property development, hotel, property management, financial investment, golf club and beverage operations. Kingkey Group has invested and developed total construction area of over 5 million square metres and its constructions have been awarded various prizes by different cities, provinces and the state. It is one of the Top 50 Property Enterprises in China and renowned in the property sector across the nation. Kingkey Group has used four years to complete the ‘KK100’ Complex which has become the landmark of Shenzhen. Mr. Chen also actively involves in various community charities and has accumulated hundreds of millions RMB charitable donations over the years. As at the Latest Practicable Date, Mr. Chen through Kingkey Group is interested in 768,971,796 shares of the Company within the meaning of Part XV of the SFO.

6

LETTER FROM THE BOARD

Mr. Huang Shaowu, aged 43, was the main founder for the Shenzhen Aisidi Co., Ltd. (“ Aisidi ”) (shares of which are listed on the Shenzhen Stock Exchange) in 1998 and it is the “Fortune” 500 enterprises in China. He is currently a director of Aisidi, the chairman of Shenzhen Sinomaster Investment Group Co., Ltd. (深圳市神州通投資集團有限公司, “ SMT ”) which is the controlling shareholder of Aisidi, and the chairman and chief executive officer of 深圳市全球星投資管理有限公司 which is major shareholder of Aisidi. As at the Latest Practicable Date, 1,783,730,000 Shares of the Company are owned by SMT which is controlled by Mr. Huang and Mr. Huang also has personal interest and short position in 100,000,000 Shares. SMT is an investment conglomerate with extensive investments in distribution, retail, logistics, finance, real estate, tourism, high-tech, e-commerce and ecological agricultural businesses.

Mr. He Lin Feng, aged 44, holds a bachelor degree in Economics from Renmin University of China. Mr. He has been an executive director of 珠海景順科技有限公司 since 2006. He was a director of 珠海 市榮業投資有限公司 from 1996 to 2005 and the business manager of 珠海市海平實業公司 from 1991 to 1995. Mr. He has extensive experience in financial management and project investment businesses. As at the Latest Practicable Date, Mr. He beneficially owns 1,500,000,000 Shares of the Company.

There is a service contract between the Company and each of Mr. Chen, Mr. Huang and Mr. He. According to the service contracts, Mr. Chen, Mr. Huang and Mr. He are appointed for a term of two years and are also subject to retirement by rotation and other related provisions as stipulated in the Bye-laws. The remuneration of each of Mr. Chen, Mr. Huang and Mr. He is HK$200,000 per year which was determined by the Board and the remuneration committee with reference to their duties and responsibilities within the Company.

Save as disclosed above, each of each of Mr. Chen, Mr. Huang and Mr. He has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor do they have any relationship with any Director, senior management, substantial or controlling shareholders of the Company.

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

Since as at the Latest Practicable Date the Company has no controlling Shareholder, pursuant to the Listing Rules, the New General Mandate requires the approval of the Independent Shareholders at the SGM at which 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. Accordingly, Dr. Dai Xiaobing, Mr. King Hap Lee, Mr. Wan Tze Fan Terence, Mr. Huang Shaowu and Mr. He Lin Feng, all being Directors, and their associates (if any), are interested in 1,241,355,000, 300,000,000, 33,660,000, 1,883,730,000 and 1,500,000,000 Shares, representing approximately 6.91%, 1.67%, 0.19%, 10.49% and 8.35% of the voting rights in the total issued share capital of the Company respectively. Accordingly, Dr. Dai Xiaobing, Mr. King Hap Lee, Mr. Wan Tze Fan Terence, Mr. Huang Shaowu and Mr. He Lin Feng, and their respective associates shall abstain from exercising their voting rights in respect of the shares being held by them and their respective associates, to vote in favour of the relevant resolutions at the SGM.

7

LETTER FROM THE BOARD

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 20 to 22 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.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprises Mr. Wong Kwok Chuen Peter, Professor Wong Lung Tak Patrick, Dr. Wang Yanbin, Dr. Dang Weihua, 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.

Messis Capital 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 grant 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.

8

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the letter of advice from the Independent Financial Adviser set out on pages 11 to 19 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 10 of this circular which contains its recommendation to the Independent Shareholders in relation to the grant of the New General Mandate.

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 Dai Xiaobing Chairman

9

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 grant of the New General Mandate:

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

3 November 2014

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 grant of the New General Mandate, details of which are set out in the circular dated 3 November 2014 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 Messis Capital Limited set out on pages 3 to 9 and pages 11 to 19 of the Circular respectively.

Having taken into account the principal factors and reasons considered by Messis Capital Limited, its conclusion and advice, we concur with the view of Messis Capital Limited and consider the terms of the grant 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 grant of the New General Mandate and the transactions contemplated thereunder.

Yours faithfully,

Mr. Wong Kwok Chuen Peter, Prof. Wong Lung Tak Patrick, Dr. Wang Yanbin, Dr. Dang Weihua Independent Board Committee

10

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from the Independent Financial Adviser which sets out its advice to the Independent Board Committee and the Independent Shareholders for inclusion in this circular.

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3 November 2014

• To: The Independent Board Committee and the Independent Shareholders of Sino Oil and Gas Holdings Limited

Dear Sir or Madam,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in connection with the proposed grant of the New General Mandate, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular of the Company to the Shareholders dated 3 November 2014 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

As the proposed grant of the New General Mandate is being made prior to the Company’s next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules, the grant of the New General Mandate is subject to the Independent Shareholders’ approval by way of an ordinary resolutions at the SGM at which any of the controlling shareholders of the Company and their associates, or, where there are no controlling shareholders of the Company, all Directors (excluding the independent non-executive Directors) and the chief executive, if any, of the Company and their respective associates shall abstain from voting in favour of the resolutions approving the grant of the New General Mandate.

To the best of the Company’s information and belief after having made reasonable enquiries, as at the Latest Practicable Date, Dr. Dai Xiaobing, Mr. King Hap Lee, Mr. Wan Tze Fan Terence, Mr. Huang Shaowu and Mr. He Lin Feng, all being Directors, and their associates (if any), are interested in 1,241,355,000, 300,000,000, 33,660,000, 1,883,730,000 and 1,500,000,000 Shares, representing approximately 6.91%, 1.67%, 0.19%, 10.49% and 8.35% of the voting rights in the total issued share capital of the Company respectively. Accordingly, Dr. Dai Xiaobing, Mr. King Hap Lee, Mr. Wan Tze Fan Terence, Mr. Huang Shaowu and Mr. He Lin Feng, and their respective associates shall abstain from exercising their voting rights in respect of the shares being held by them and their respective associates, to vote in favour of the relevant resolutions at the SGM.

11

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Wong Kwok Chuen Peter, Professor Wong Lung Tak Patrick, Dr. Wang Yanbin and Dr. Dang Weihua has been established to advise the Independent Shareholders as to whether the proposed grant of the New General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. We, Messis Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Other than this appointment as the Independent Financial Adviser in connection with the proposed grant of the New General Mandate, we have no other relationships or interests with the Company and any other parties that could reasonably be regarded as relevant to our independence. We are hence independent from the Company pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company. We have assumed that all statements, information and representations provided by the Directors and the management of the Company, for which they are solely and wholly responsible, were true and accurate at the time when they were provided and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion and expectation made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information has been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Directors and the management of the Company. We believe that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular the omission of which would make any statement in the Circular misleading.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the proposed grant of the New General Mandate, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

12

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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:

1. Background of and reasons for the proposed grant of the New General Mandate

At the AGM of the Company, the Shareholders approved, among other things, ordinary resolutions to approve the grant of the Current General Mandate to the Directors to allot, issue and deal with up to 3,010,786,139 Shares, being 20% of the aggregate issued share capital of the Company of 15,053,930,697 Shares as at the date of the AGM.

Subsequently to the AGM, as disclosed in the announcement of the Company dated 8 July 2014, the Company had entered into a subscription agreement with not less than six subscribers pursuant to which 2,900,000,000 Shares were issued pursuant to the Current General Mandate on 16 July 2014.

Accordingly, during the period from the grant of the Current General Mandate to the Latest Practicable Date, the Current General Mandate had been utilised as to approximately 96.32%. As at the Latest Practicable Date, the Company had an aggregate of 17,953,930,697 Shares in issue and only 110,786,139 Shares remain outstanding under the Current General Mandate represented only approximately 0.62% of the issued share capital of the Company as at the Latest Practicable Date.

Since the date of the AGM and up to the Latest Practicable Date, the Current General Mandate has not been refreshed. As it is only about five months past the date of the last AGM, the next annual general meeting is expected to be held over half a year later. The Directors considers that the proposed grant of the New General Mandate can give the Company greater flexibility in the issuance of Shares in future as and when the Company consider desirable for the development of the Company. Should the Company come across future fund raising and/or investment opportunities which require issuance new Shares at terms, in the view of the Directors, in the interests of the Company and the Shareholders, the Company will be able to respond in a timely manner to issue the Shares under the New General Mandate.

As at the Latest Practicable Date, the Company had an aggregate of 17,953,930,697 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 3,590,786,139 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

Background information of the Group

The Group is principally engaged in natural gas and oil exploration and exploitation, with a business focus on exploration, exploitation and production activities at the Sanjiao coalbed methane block (the “ Sanjiao CBM Project ”) in Shanxi and Shaanxi provinces in the PRC.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Major assets of the Group included the gas exploration and evaluation assets in respect of the Sanjiao CBM Project and the intangible assets represent rights under three development contracts which give the Group the right to participate in the production of crude oil in the PRC. As at 30 June 2014, these assets amounted to approximately HK$3,844.5 million in aggregate, represented approximately 90.66% of the Group’s total assets.

As disclosed in the interim report of the Company for the period ended 30 June 2014 (the “ 2014 Interim Report ”), the report on environmental effects from Sanjiao CBM Project was approved by Shanxi Provincial Department of Environmental Protection in July 2014. The Directors considered that this approval had laid a solid foundation for the grant of final approval of the overall development plan from the PRC government and it implied that Sanjiao CBM project was likely to enter into the development and production stage as expected.

In view of the promising prospects for the development of the business under the Sanjiao CBM Project, the Group has reallocated resources to focus on the Sanjiao CBM project instead of its crude oil business located in Shaanxi Province. The development of the oilfields in the PRC is thus proceeding somewhat slower than previously. For the period ended 30 June 2014, there was no significant drilling activities performed in the oilfields.

Given the reasons and the development plans of the Group as stated above, during the period ended 30 June 2014, the Group could only record a turnover of approximately HK$8.5 million from its oil and gas exploitation business and other revenue of approximately HK$28.4 million from the trial sale of coalbed methane. The Group recorded a turnaround net profit of approximately HK$5.9 million for the period ended 30 June 2014 as compared to a net loss of approximately HK$24.5 million mainly due to the increase in other revenue during the period as a result of the increase in trial sale of coalbed methane and the government subsidies from relevant government authority on the sale of coalbed methane for the period from year 2012 to 30 June 2014. As at 30 June 2014, cash and cash equivalent of the Group amounted to approximately HK$18.0 million and the Group recorded a net cash used before financing activities of approximately HK$65.8 million during the period.

Recent business developments of the Group

While the focus of the Group has been put on the Sanjiao CBM Project, the Group has also actively located investment opportunities to expand its gas and oil exploration and exploitation business and to maximise Shareholders’ return. On 30 June 2014, the Company entered into a non-legally binding memorandum of understanding in relation to the possible acquisition of an oilfield in Canada (the “ 30 June MOU ”). The registered owner of the Canada oilfield (the “ Target Group ”) is principally engaged in the exploration and exploitation of petroleum. Pursuant to the 30 June MOU, the consideration for the acquisition of the entire equity interest in the Target Group shall not exceed CAD60.0 million (equivalent to approximately HK$435.6 million) and shall be settled by way of a combination of cash and/or new Shares and/or promissory notes to be issued by the Company. The consideration for the possible acquisition shall be subject to further negotiation between the parties to the 30 June MOU with reference to, among other things, a valuation report relating to the working interests in the Canada oilfield and the results of well exploration.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

On 1 September 2014, the Company entered into another non-legally binding memorandum of understanding (the “ 1 September MOU ”) in relation to the possible acquisition of a company which in turns has interests in the exploration, exploitation and production of petroleum in a Canada oil field which comprises certain oilfield located at Mikkwa mining area, Alberta Province, Canada. The consideration for this possible acquisition, including the consideration amount and the way of settlement, shall be subject to further negotiation between the parties to the 1 September MOU. As at the Latest Practicable Date, a refundable deposit of CAD10.0 million (equivalent to approximately HK$71.3 million) has been paid under the 1 September MOU.

Given that the Sanjiao CBM Project is about to enter in development and production stage, its funds needs could be substantially satisfied by internal resources and/or existing bank loan. Should the 30 June MOU and the 1 September MOU being materialised with the terms and conditions as set out therein and further business developments on the existing and/or new projects of the Group as identified from time to time, the Group may consider different possible avenues of funding resources for the Company, including but not limited to the Group’s internal cash flow, borrowings from financial institutions and equity fund-raising activities such as issue of Shares, warrants, convertible notes or other kind of securities of the Company. As a market practice, it will normally take approximately 2 to 3 weeks to conduct and complete an equity fund-raising activity. Therefore, in the event that the Directors considers that an equity fund-raising is the best option for the Company to raise the necessary funding, the Company will need to have the flexibility and capacity to be able to conduct such equity fund-raising activity in a timely manner. As such, although the Company at present does not have any concrete plan regarding the utilisation of the New General Mandate to be refreshed, the Directors consider that the grant of the New General Mandate is in the best interests of the Company and the Shareholders as a whole.

Having considered that (i) the latest cash position of the Group as at 30 June 2014 and the cashflow of the Group during the period; (ii) the recent business developments on the Group’s existing projects; (iii) the intended developments of the Group on oil and gas business in Canada; and (vi) the proposed grant of the New General Mandate will provide the Group additional options and flexibility to raise funds in a timely manner, we therefore concur with the Directors’ view that the grant of New General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

2. Fund raising activities of the Company during the past twelve months

In order to finance the existing and/or new projects of the Group, during the past twelve months, the Company entered into following equity fund raising activities:

1. Regarding the issue of new shares under the general mandate as disclosed in the announcement of the Company dated 8 July 2014, the net proceeds were approximately HK$593,500,000. The proceeds are basically used as intended. Among which, a refundable deposit of CAD40 million (equivalent to approximately HK$289 million) has been paid pursuant to the memorandum of understanding as disclosed in the announcements of the Company dated 30 June 2014 and 1 September 2014 respectively. Approximately HK$75 million has been used for operations of the Group’s existing oil and gas projects and

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

working capital, including, but not limited to, construction of ground facilities, settlement and completion of the construction work of horizontal wells in the Group’s coalbed methane operation. Amount of approximately HK$100 million has been used for repayment of a loan (details of the loan has been disclosed in the announcement of the Company dated 17 March 2014). The remaining balance of the proceeds may be used as intended, including for operations of the Group’s existing oil and gas projects, general working capital and possible payment for the total consideration for the possible acquisition as disclosed in the Announcements and such amount is held as deposits with financial institutions in Hong Kong and the PRC.

1. Regarding the issue of warrants in accordance with the terms of a facility agreement as disclosed in the announcement of the Company dated 17 March 2014, assuming the exercise in full of the subscription rights attaching to the warrants, the gross proceeds and the net proceeds from the issue of the warrant Shares would be approximately HK$50,000,000, which would be applied as general working capital of the Group.

2. Regarding the issue of new Shares under the general mandate as disclosed in the announcement of the Company dated 13 January 2014, the net proceeds were approximately HK$65,800,000. The proceeds have been fully utilised as intended for operations of the Group’s existing oil and gas projects and working capital. Among which, approximately 80% of the proceeds had been used for the operations of the Group’s coalbed methane project in Sanjiao. This included settlement and completion of the construction work of pilot horizontal and vertical wells and certain construction work of the ground facilities. The remaining of the net proceeds were used for operation of existing oil fields in Shaanxi Province and general working capital for offices in different locations.

3. Regarding the issue of new Shares under the general mandate as disclosed in the announcement of the Company dated 28 November 2013, the net proceeds were approximately HK$144,270,000. The proceeds have been fully utilised for the set-off of the fees payable by OEI to Beijing Orion pursuant to the series of agreements entered into between OEI and Beijing Orion in relation to, among other things, the supply of well drilling and related services by Beijing Orion to OEI during the period from 1 January 2006 to 31 October 2013, which was the intended use of the proceeds.

Save as and except the above, the Company had not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

We note from the above that the Company had successfully raised funds for an aggregate of approximately HK$853.6 million by utilising the then general mandate granted to the Company. We also note from the 2014 Interim Report that financing activities were the major source of cash inflow to support the Group’s business activities. On such basis, we consider that it is crucial for the Group to have sufficient financial resources on hand or readily available alternative financing options in order to capture suitable opportunities which may arise in the future in a timely manner. As such, we consider that it is commercially sensible for the Group to maintain flexibility in the future as and when the Company considers desirable for the development of the Company and concur with the Directors that the grant of the New General Mandate is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Other financing alternatives

As advised by the Directors, they have also considered other financing alternatives such as debt financing and internal cash resources to fund future business development and expansion and/or investment opportunities, depending on the Company’s financial position and cost of funding as well as the prevailing market condition. We are given to understand that the Directors would exercise due and careful consideration in the selection of financing method in order to maximise the benefit to the Shareholders.

The Directors also considered that debt financing may incur interest burden on the Group and may be 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.

Regarding the different equity financing methods, the grant of the New General Mandate allows the Company to raise equity capital within specified number of Shares promptly when necessary rather than the more cost and time consuming process of applying for specific mandate when such need for capital may arise in the future. In the case of alternative pro-rata equity fund raising such as rights issue and open offer, lengthy discussion with potential commercial underwriters may be required, which may result in the failure of financing the Group’s business development and expansion and/or investment opportunities in a timely manner.

Given the aforementioned reasons, we consider that the grant of the New General Mandate will provide the Company with an additional alternative of equity funding and enhance the financing flexibility of the Company to raise funds if required by way of issuance of new Shares for future business development and expansion and/or pursuing investment opportunities. Given that equity financing under a general mandate (i) does not incur interest obligations on the Group as compared with bank financing; (ii) is less costly and less time-consuming than raising funds by way of rights issue or open offer; and (iii) equips the Company with the ability to capture any capital raising or prospective investment opportunities in a timely manner, we consider that the grant of the New General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Potential dilution to Independent Shareholders’ shareholdings

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purposes only, upon full utilisation of the New General Mandate (assuming no further Share is issued or repurchased by the Company):

Shareholders Mr. Dai Xiaobing Mr. King Hap Lee_(Note 1) Mr. Wan Tze Fan Terence Mr. Huang Shaowu(Note 2)_ Mr. He Lin Feng Existing public shareholders Shares to be issued under the New General Mandate TOTAL	As at the Latest Practicable Date Number of Approximate Shares % 1,241,355,000 6.91 300,000,000 1.67 33,660,000 0.19 1,883,730,000 10.49 1,500,000,000 8.35 12,995,185,697 72.39 17,953,930,697 100.00	Upon full utilisation of the New General Mandate (assuming no other Shares are issued and/or repurchased by the Company) Number of Approximate Shares % 1,241,355,000 5.76 300,000,000 1.39 33,660,000 0.16 1,883,730,000 8.74 1,500,000,000 6.96 12,995,185,697 60.32 3,590,786,139 16.67 21,544,716,836 100.00	Upon full utilisation of the New General Mandate (assuming no other Shares are issued and/or repurchased by the Company) Number of Approximate Shares % 1,241,355,000 5.76 300,000,000 1.39 33,660,000 0.16 1,883,730,000 8.74 1,500,000,000 6.96 12,995,185,697 60.32 3,590,786,139 16.67 21,544,716,836 100.00
			100.00

Notes:

1. 300,000,000 Shares are owned by Wai Tech Limited, a company wholly owned by Petromic Corporation which in turn is wholly and beneficially owned by Mr. King Hap Lee.

2. 1,783,730,000 Shares are owned by Sinomaster Global Limited, a wholly owned subsidiary of 深圳市神州通投資集 團有限公司 which is owned as to 66.5% by 深圳市華夏風投資有限公司 which is in turn owned as to 90% by Mr. Huang Shaowu. In addition, Mr. Huang beneficially owns 100,000,000 Shares.

As illustrated in the above table, assuming that (i) the grant of the New General Mandate is approved at the SGM; (ii) no Shares will be repurchased and no new Shares will be issued from the Latest Practicable Date up to the date of the SGM (both dates inclusive); and (iii) upon full utilisation of the New General Mandate, the aggregate shareholding of the existing public Shareholders will be diluted from approximately 72.39% to approximately 60.32% upon full utilisation of the New General Mandate assuming no further Share is issued or repurchased by the Company after the Latest Practicable Date and up to the date of the SGM.

Taking into account that the proposed grant of the New General Mandate (i) would provide an alternative to increase the amount of capital which may be raised thereunder; (ii) would provide more options of financing to the Group for funding needs; and (iii) the fact that the shareholdings of all Shareholders will be diluted proportionately to their respective shareholding upon any utilisation of the New General Mandate, we consider that such potential dilution to the shareholdings of the existing public Shareholders is acceptable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATIONS

Having taken into account the principal factors discussed above, we are of the view that the proposed grant of the New General Mandate is fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, and the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolutions to be proposed at the SGM to approve the proposed grant of the New General Mandate.

Yours faithfully, For and on behalf of Messis Capital Limited Vincent Cheung Director

Mr. Vincent Cheung is a licensed person registered with the Securities and Futures Commission and regarded as a responsible officer of Messis Capital Limited to carry out type 6 (advising on corporate finance) regulated activities under the SFO and has over 7 years of experience in corporate finance industry.

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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 20 November 2014 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 , 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 29 May 2014 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. Chen Hua be re-elected as a Non-Executive Director of the Company.”

2. “ THAT Mr. Huang Shaowu be re-elected as a Non-Executive Director of the Company.”

3. “ THAT Mr. He Lin Feng be re-elected as a Non-Executive Director of the Company.”

By order of the Board Sino Oil and Gas Holdings Limited Yim Siu Hung Company Secretary

Hong Kong, 3 November 2014

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 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.

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