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Petro-king Oilfield Services Limited Proxy Solicitation & Information Statement 2015

Oct 29, 2015

50425_rns_2015-10-29_491422a6-ccfe-4a42-b455-9ee4962f92b6.pdf

Proxy Solicitation & Information Statement

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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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PETRO-KING OILFIELD SERVICES LIMITED 百勤油田服務有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2178)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Petro-king Oilfield Services Limited (the “ Company ”) will be held at Office No. 504, 5th Floor, Tower 1, Silvercord, No. 30 Canton Road, Kowloon, Hong Kong, on Monday, 16 November 2015 at 4:00 p.m. (the “ EGM ”) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

  1. THAT

  2. (i) each of the subscription agreements (the “ Subscription Agreements ”) dated 24 September 2015 entered into between the Company as issuer and Termbray Natural Resources Company Limited, Jade Win Investment Limited and Jereh International (Hong Kong) Co., Limited respectively, each as subscriber (the “ Subscribers ”) in relation to the proposed subscriptions (the “ Subscriptions ”) of an aggregate of 93,480,000 new ordinary shares of the Company with no par value (each a “ Subscription Share ”, collectively, the “ Subscription Shares ”) at the price of HK$0.79 (the “ Subscription Price ”) per Subscription Share (a copy of each of the Subscription Agreements has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

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  • (ii) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares, the allotment and issue of the Subscription Shares to the Subscribers pursuant to the Subscription Agreements (the “ Specific Mandate ”) be and is hereby approved and the Specific Mandate is in addition to, and shall not prejudice nor revoke the existing general mandate granted to the directors of the Company (each a “ Director ”, collectively, the “ Directors ”) by the shareholders of the Company in the annual general meeting of the Company held on 5 June 2015 or such other general or specific mandate(s) that may have been granted to the Directors prior to the passing of this resolution; and

  • (iii) any one Director be and is hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his absolute discretion consider necessary or desirable or expedient for the purpose of or in connection with the Subscription Agreements and to make and agree to such variations of a non-material nature in or to the terms of the Subscription Agreements as he may in his absolute discretion consider desirable or necessary.”

By Order of the Board Petro-king Oilfield Services Limited Wang Jinlong Chairman

Hong Kong, 30 October 2015

Registered office: Commerce House Wickhams Cay 1 P.O. Box 3140 Road Town, Tortola British Virgin Islands VG1110

Principal place of business in Hong Kong: Office No. 504, 5th Floor Tower 1, Silvercord No. 30 Canton Road Kowloon, Hong Kong

Notes:

  • (a) The register of members of the Company will be closed from Friday, 13 November 2015 to Monday, 16 November 2015, both dates inclusive, during which period no transfer of shares will be registered. In order to attend the EGM, all transfer of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 12 November 2015.

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  • (b) Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. 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.

  • (c) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, 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 EGM or any adjournment thereof (as the case may be).

  • (d) Completion and delivery of the form of proxy shall not preclude members from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy previously submitted by such member(s) shall be deemed to be revoked.

  • (e) Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall be accepted to the exclusion of the votes of the other joint holders.

As at the date of this announcement, the executive directors of the Company are Mr. Wang Jinlong and Mr. Zhao Jindong; the non-executive directors of the Company are Mr. Ko Po Ming, Mr. Lee Tommy and Ms. Ma Hua; and the independent non-executive directors of the Company are Mr. He Shenghou, Mr. Tong Hin Wor and Mr. Wong Lap Tat Arthur.

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