Raymond Industrial Limited — Proxy Solicitation & Information Statement 2010

Feb 9, 2010

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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CNPC (Hong Kong) Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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: 00135)
CNPC (HONG KONG)
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CNPC (HONG KONG) LIMITED

(incorporated in Bermuda with limited liability)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 2 to 4 of this circular. A notice of the SGM to be held at 26/F., Churchill Room, The Park Lane Hotel Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong, Hong Kong on 5 March 2010 (Friday) at 11:00 a.m. is set out on page 5 of this circular.

The form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the principal office of the Company at Rooms 3907 – 3910, 39th Floor, 118 Connaught Road West, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the SGM or adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

* For identification purpose only

9 February 2010

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	PROPOSED CHANGE OF COMPANY NAME . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF THE SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

“Board” means the board of directors of the Company “Bye-laws” means the Bye-laws of the Company as amended, supplemented or modified from time to time “Company” means CNPC (Hong Kong) Limited, a company incorporated with limited liability in Bermuda and the shares of which are listed on the Stock Exchange “Director(s)” means the directors of the Company “Listing Rules” means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Notice” means the notice dated 9 February 2010 for convening the SGM as set out on page 5 of this circular “SGM” means a special general meeting of the Company to be held on 5 March 2010 (Friday), including any adjournment thereof, notice of which is set out on page 5 of this circular to approve, among other things, the change of name of the Company and the adoption of secondary name “Share(s)” means ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” means holder(s) of Shares “Stock Exchange” means The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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CNPC (HONG KONG)
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CNPC (HONG KONG) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 00135)

Directors:

Mr. Li Hualin (Chairman)

Mr. Zhang Bowen (Chief Executive Officer) Mr. Cheng Cheng Dr. Lau Wah Sum, GBS, LLD, DBA, JP[#]

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Mr. Li Kwok Sing Aubrey[#]

• Dr. Liu Xiao Feng[#]

• # Independent Non-executive Directors

Principal office in Hong Kong: Rooms 3907 – 3910 39th Floor 118 Connaught Road West Hong Kong

9 February 2010

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 29 January 2010 in relation to the proposed change of the name of the Company from “CNPC (Hong Kong) Limited” to “Kunlun Energy Company Limited” and adoption of the Chinese name “ ” as the secondary name of the Company to replace the Chinese name “ ” (which was adopted for identification purpose only).

The purpose of this circular is to provide you with the information on the special resolution to be proposed at the SGM relating to the proposed change of company name and to give you the notice of the SGM in order to enable you to make an informed decision on whether to vote for or against the special resolution to be proposed.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “CNPC (Hong Kong) Limited” to “Kunlun Energy Company Limited” and adopt the Chinese name “ ” as the secondary name of the Company to replace the Chinese name

* For identification purpose only

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LETTER FROM THE BOARD

“ ” (which was adopted for identification purpose only) (the “Change of Company Name”). A special resolution will be proposed at the SGM for the Shareholders to consider and, if thought fit, to approve the Change of Company Name.

2.1 Reasons for the Change of Company Name

The proposed Change of Company Name is to align with the corporate strategy of the Company in diversifying into natural gas downstream distribution and application business.

The Board believes that the new company name can provide the Company with a more appropriate identification and image which will benefit the Company’s future business development and is in the interest of the Company and the Shareholders as a whole.

2.2 Conditions for the Change of Company Name

The Change of Company Name is subject to (a) the approval by the Shareholders by way of a special resolution at the SGM; and (b) the approval by the Registrar of Companies in Bermuda having been obtained. The relevant filing with the Registrar of Companies in Bermuda will be made after the passing of the special resolution at the SGM.

2.3 Effects on the Change of Company Name

Subject to satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the new name (together with the secondary name) on the register in place of the existing name. Thereafter, the Company will carry out any necessary filing procedures in Hong Kong as required under the applicable laws, rules and regulations of Hong Kong.

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall continue to be evidence of the title and valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company. Once the Change of Company Name becomes effective, the Shares will be traded under the new stock short name and any issue of share certificates will be under the new name of the Company.

Further announcement(s) will be made by the Company to inform the Shareholders the results of the SGM, the effective date of the Change of Company Name and the change of stock short name of the Company respectively.

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LETTER FROM THE BOARD

3. SGM

At the SGM, a special resolution will be proposed to the Shareholders in respect of the proposed Change of Company Name. The notice of the SGM is set out on page 5 of this circular.

4. GENERAL INFORMATION

A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the principal office of the Company at Rooms 3907-3910, 39th Floor, 118 Connaught Road West, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the SGM or adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

The Company would like to inform the Shareholders that the Listings Rules require any vote of the Shareholders at a general meeting be taken by poll and the Chairman of the SGM will, pursuant to Bye-law 67 of the Bye-laws, demand a poll vote on the special resolution to be proposed at the SGM accordingly.

5. RECOMMENDATION

The Board is of the opinion that the Change of Company Name is in the interest of the Company and its Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of the special resolution to be proposed at the SGM.

By Order of the Board Li Hualin Chairman

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NOTICE OF THE SGM

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CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
CNPC (HONG KONG)
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(Stock Code: 00135)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that Special General Meeting of CNPC (Hong Kong) Limited (the “Company”) will be convened at 26/F., Churchill Room, The Park Lane Hotel Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong, Hong Kong on 5 March 2010 (Friday) at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as a special resolution of the Company:–

“ THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from “CNPC (Hong Kong) Limited” to “Kunlun Energy Company Limited” and the Chinese name “ ” be adopted as the secondary name of the Company to replace the Chinese name “ ” (which was adopted for identification purpose only) and that any Director or the Company Secretary (if execution under the common seal of the Company is required, any two Directors or any one Director and the Company Secretary) of the Company be and is hereby authorized generally to do all such acts and things and execute all documents and deeds as he may consider necessary or expedient to give effect to the aforesaid change of name and adoption of secondary name for and on behalf of the Company.”

By Order of the Board Lau Hak Woon Company Secretary

Hong Kong, 9 February 2010

Notes:

1. A member entitled to attend and vote at the meeting 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. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

2. To be valid, the form of proxy, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s principal office at Rooms 3907 – 3910, 39th Floor, 118 Connaught Road West, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. The form of proxy must be completed strictly in accordance with the instructions set out therein.

3. If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.

4. For identification purpose only

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