Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2016

Jul 11, 2016

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

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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 Capital Conference Services Limited, Suite 2418, 24/F., Jardine House, 1 Connaught Place, Central, Hong Kong on 28 July 2016 at 3 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the conditional subscription agreement (the “ Subscription Agreement ”) dated 31 May 2016 and entered into between the Company and Crescent Spring Investment Holdings Limited in respect of the subscription (the “ Subscription ”) for the 8% secured convertible bonds in the aggregate principal amount of US$130,000,000 due 2019 (the “ Convertible Bonds ”) to be issued by the Company (a copy of which has been produced to the meeting marked “A” and initialed by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder (including but not limited to the grant of specific mandate and taking into account the put and call option deed dated 31 May 2016 and entered into between Sino Oil and Gas Resources Limited and Crescent Spring Investment Holdings Limited (a copy of which has been produced to the meeting marked “B” and initialed by the chairman of the meeting for identification purpose)) be and are hereby approved, ratified and confirmed;

3. (b) the creation and issue of the Convertible Bonds by the Company pursuant to the terms of the Subscription Agreement be and are hereby approved;

4. (c) the allotment and issue of new shares (the “ Conversion Shares ”) (subject to adjustment) in the capital of the Company upon the exercise of the conversion rights attaching to the Convertible Bonds be and are hereby approved; and the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate to exercise powers of the Company to allot and issue such number of the Conversion Shares as may be required to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds; and

5. (d) any one executive Director be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company and, if required, under the common seal of the Company, and to take such steps as he may in his absolute discretion considers necessary, appropriate, desirable or expedient

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to give effect to or in connection with the Subscription and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Convertible Bonds and the Conversion Shares.”

1. “ THAT

2. (a) Mr. Jason Chun Tung Chen be appointed as a non-executive Director effective on the date of completion of the Subscription; and

3. (b) any one executive Director be authorized to enter into a service contract with him and fix remuneration.”

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

Hong Kong, 12 July 2016

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

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

Notes:

• 1 A member of the Company entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one or if he/she is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the memorandum of association and by-laws of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• 2 In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the SGM or any adjournment thereof, should he so wish.

• 3 Completion and return of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the meeting and/or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 4 As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be decided by way of poll.

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• The form of proxy for use at the SGM is enclosed herewith.

As at the date of this announcement, the Board comprises three Executive Directors, namely, Dr. Dai Xiaobing, Mr. King Hap Lee and Mr. Wan Tze Fan Terence; three Non-executive Directors, Mr. Chen Hua, Mr. Huang Shaowu and Mr. He Lin Feng, and four Independent Non-executive Directors, namely, Mr. Wong Kwok Chuen Peter, Professor Wong Lung Tak Patrick, Dr. Wang Yanbin and Dr. Dang Weihua.

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