Raymond Industrial Limited - Proxy Solicitation & Information Statement 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 to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale 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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CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
CNPC (HONG KONG)
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CNPC (HONG KONG) LIMITED

(Stock Code: 0135)

CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

CIMB Securities (HK) Limited

A letter from the Board is set out on pages 5 to 14 of this circular and a letter from the Independent Board Committee, containing its recommendation to the Independent Shareholders of the Company, is set out on page 15 of this circular. A letter from CIMB containing its advice to the Independent Board Committee and Independent Shareholders in respect of the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular is set out on pages 16 to 26 of this circular.

A notice of SGM to be held at Harbour View Room III & IV, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on 28 January 2010 at 11:00 a.m. is set out on pages 33 to 35 of this circular. A proxy form 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

13 January 2010

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2. CONTINUING CONNECTED TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . .	7
3. GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
4. SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
5. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
6. ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
LETTER FROM INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . .	15
LETTER FROM CIMB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX I – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
NOTICE OF THE SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

– i –

DEFINITIONS

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

“associate(s)” has the meaning ascribed to it under the Listing Rules
“Board” means the board of directors of the Company
“CNPC” means (China National Petroleum Corporation*), a State-owned enterprise established under the PRC laws
“CNPC Finance” (China Petroleum Finance
Company Limited*), a subsidiary of CNPC
“CNPC Group” means CNPC and its subsidiaries, but excluding members of the Group
“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
“Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
“connected persons” has the meaning ascribed to it under the Listing Rules
“Continuing Connected Transactions”
means the transactions between the Group and the CNPC Group (among other things) under the Master Agreement and the Second Supplemental Agreement as approved by the Independent Shareholders in the special general meeting of the Company held on 24 March 2009 and the transactions between the Group and the CNPC Group under the Financial Services Agreement
“controlling shareholder”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
means directors of the Company
“First Supplemental Agreement”
means the agreement dated 14 November 2006 entered into between the Company and CNPC amending certain terms of, and renewing, the Master Agreement
“Financial Services”

means the financial services to be provided by the CNPC Group to the Group pursuant to the Second Supplemental Agreement which constitute continuing connected transactions

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DEFINITIONS

“Financial Services Agreement” means the financial services agreement dated 31 December 2009 entered between the Company and CNPC Finance
“Group” means the Company and its subsidiaries from time to time
“HK$” means Hong Kong dollars, the lawful currency of Hong Kong
“Independent Financial Adviser” means CIMB Securities (HK) Limited, a corporation or “CIMB” licensed to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities as defined under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular
“Independent Shareholders” means the Shareholders other than CNPC and its associates
“Independent Board Committee” means the independent committee of the Board, comprising Dr. Lau Wah Sum, Mr. Li Kwok Sing Aubrey and Dr. Liu Xiao Feng, the independent non-executive Directors of the Company, established for the purpose of, among other things, making recommendation to the Independent Shareholders in respect of the entering of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular
“Latest Practicable Date” 6 January 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules”
means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Master Agreement” means the master agreement dated 19 November 2003 entered into between CNPC and the Company regarding provision by the CNPC Group to the Group, of a range of products and services from time to time, as amended by the First Supplemental Agreement dated 14 November 2006, where the context requires, as to be further amended by the Second Supplemental Agreement
“Oil and Gas Products” means such crude oil, natural gas, refined oil products, chemical products and other ancillary or similar products to be provided by the CNPC Group to the Group from time to time under the new category of additional products and services set out in the Second Supplemental Agreement
“Original Caps” means the aggregate annual caps for the continuing connected transactions under the Master Agreement and the Second Supplemental Agreement for each of the three years ending 31 December 2011 as classified as category (a) set out in page 12 of the announcement of the Company dated 6 March 2009 and approved by the Independent Shareholders at a special general meeting of the Company held on 24 March 2009
“PRC” means the People’s Republic of China
“PSAs” means the Xinjiang Contract and the Liaohe Contract, both as defined in the announcement of the Company dated 6 March 2009

“RMB” means Renminbi, the lawful currency of the PRC “Second Supplemental means the agreement dated 25 March 2009 entered into Agreement” between the Company and CNPC amending certain terms of, and renewing, the Master Agreement “SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SGM” means a special general meeting of the Company to be held on 28 January 2010, including any adjournment thereof, notice of which is set out on pages 33-35 of this circular to approve, among other things, the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular

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DEFINITIONS

“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 of the Company
“Stock Exchange”	means The Stock Exchange of Hong Kong Limited
“subsidiaries”	has the meaning ascribed to it under the Listing Rules
“substantial shareholder”	has the meaning ascribed to it under the Listing Rules

Notes:

(1) For the purpose of this circular, unless otherwise indicated, the exchange rate at RMB1.00=HK$1.13 has been used, where applicable, for purpose of illustration only and does not constitute a representation that any amount have been, could have been or may be exchanged.
(2) If there is any discrepancy or inconsistency between the Chinese names of the PRC entities and their English translations in this circular, the Chinese version shall prevail.
For identification purpose only

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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: 0135)

Directors:

Mr. Li Hualin (Chairman) Mr. Zhang Bowen (Chief Executive Officer) Mr. Cheng Cheng Dr. Lau Wah Sum, GBS, LLD, DBA, JP[#] Mr. Li Kwok Sing Aubrey[#] Dr. Liu Xiao Feng[#]

# Independent Non-executive Directors

Registered office: Clarendon House Church Street Hamilton HM11 Bermuda

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

13 January 2010

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

Reference is made to the announcement of the Company dated 31 December 2009 in relation to the continuing connected transactions between the Group and the CNPC Group.

1.1 Financial Services Constituting Continuing Connected Transactions

The Group entered into the Master Agreement in 2003, which was subsequently amended in 2006 and 2009 pursuant to the First Supplemental Agreement and the Second Supplemental Agreement respectively.

Pursuant to the Second Supplemental Agreement, it was stipulated that CNPC Group would provide to the Group, among other things, the Financial Services, including but not limited to loans and deposit services and the associated interest incomes and expenses, guarantees, entrustment services and other financial services. The continuing connected transactions contemplated under the Master Agreement and the Second Supplemental Agreement, including the Financial Services, and the relevant proposed annual caps for each of the three years ending 31 December 2011 for such continuing connected transactions were approved by the Independent Shareholders at a special general meeting of the Company held on 24 March 2009. The annual caps for the Financial Services pursuant to the Second Supplemental Agreement for the three

* For identification purpose only

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LETTER FROM THE BOARD

years ending 31 December 2011 were included in the Original Caps which was approved by the Independent Shareholders at a special general meeting of the Company held on 24 March 2009. Pursuant to the Master Agreement, the parties have the obligation to take further actions, including entering into relevant operative agreement in order to govern specific transactions between CNPC Group and the Group. In view of the growth of natural gas business of the Group, the Company would require further financial services from CNPC Finance, especially in the area of entrustment loan. Therefore, the Company entered into the Financial Services Agreement with CNPC Finance on 31 December 2009 to govern a range of financial services to be provided by CNPC Finance to the Group. The Board expects that the Original Caps (which covers the annual caps for the Financial Services) as previously approved by the Independent Shareholders in the special general meeting of the Company held on 24 March 2009 are likely to be exceeded. Accordingly, the Board proposes the revised annual caps for the Continuing Connected Transactions for the two years ending 31 December 2011.

In view of the above, the Company proposes to seek the approval of the Independent Shareholders at the SGM for the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular for the two years ending 31 December 2011.

As at the Latest Practicable Date, CNPC, the ultimate controlling shareholder of the Company, was deemed to be interested in 2,627,557,342 Shares, representing approximately 53.213% of the issued share capital of the Company. To the best of the Directors’ knowledge, CNPC is entitled to control all voting rights in respect of its Shares as at the Latest Practicable Date, and is a controlling shareholder and connected person of the Company. CNPC Finance is a non-wholly-owned subsidiary of CNPC. Accordingly, CNPC Finance (as an associate of CNPC) is a connected person of the Company and transactions under the Financial Services Agreement constitute continuing connected transactions of the Company.

As the applicable ratios for the proposed revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular for the two years ending 31 December 2011 exceed 2.5%, they are subject to the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Rules 14A.45 to 14A.48 of the Listing Rules.

An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders, among other things, in relation to the Financial Services and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular. CIMB has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

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LETTER FROM THE BOARD

The purposes of this circular, among other things, are:

(i) to provide you with further details of the Financial Services Agreement and the revised annual caps;
(ii) to set out the recommendation of the Independent Board Committee regarding the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular;
(iii) to set out the letter of advice from CIMB containing its advice to the Independent Board Committee and the Independent Shareholders on the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular; and
(iv) to set out the notice of the SGM.

2. CONTINUING CONNECTED TRANSACTIONS

2.1 Introduction

Reference is made to the announcement and circular of the Company dated 6 March 2009 and 9 March 2009 respectively in relation to the continuing connected transactions between the Group and the CNPC Group.

The Group entered into the Master Agreement in 2003, which was subsequently amended in 2006 and 2009 pursuant to the First Supplemental Agreement and the Second Supplemental Agreement respectively. Pursuant to the Second Supplemental Agreement, it was stipulated that CNPC Group would provide to the Group, among other things, financial services, including but not limited to loans and deposit services and the associated interest incomes and expenses, guarantees and entrustment services and other financial services. The continuing connected transactions contemplated under the Master Agreement and the Second Supplemental Agreement, including the Financial Services, and the relevant proposed annual caps for such continuing connected transactions each of the three years ending 31 December 2011 were approved by the Independent Shareholders at a special general meeting of the Company held on 24 March 2009.

2.2 Financial Services

The transaction amount for the Financial Services provided by CNPC Finance forms part of the Original Caps for all the continuing connected transactions for each of the three years ending 31 December 2011 which have been approved by the Independent Shareholders on 24 March 2009. In view of the growth of natural gas business of the Group, the Company would require further financial services from CNPC Finance, especially in the area of entrustment loan. Furthermore, in order to optimise cash flow management and capital efficiency of the Group, there is the

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LETTER FROM THE BOARD

specific target of providing a centralised financial management by CNPC Finance for companies within the Group as CNPC Finance can provide a range of financial services to the Group. The transaction amounts under the Financial Services to be provided by the CNPC Group to the Group is expected to increase in the future. It is expected that the Company will place deposits with CNPC Finance with an aggregate of the maximum daily deposits and the interests thereon to be made by the Group with CNPC Finance in the amount of RMB3,000 million (equivalent to approximately HK$3,390 million).

Pursuant to the Master Agreement, the parties have the obligation to take further actions, including entering into relevant operative agreement in order to govern specific transactions between CNPC Group and the Group. Owing to the increase of the continuing connected transactions in respect of the Financial Services, the Company would require further financial services from CNPC Finance, especially in the area of entrustment loan. Therefore, the Company entered into the Financial Services Agreement with CNPC Finance on 31 December 2009 to specifically govern a range of financial services to be provided by CNPC Finance to the Group. Pursuant to the Financial Services Agreement, CNPC Finance will provide the Group with a range of financial services that the Group may require, including the following:

(a) deposit services;
(b) provision of loans to the Group, including entrustment loans;
(c) provision of guarantees to the Group;
(d) entrustment services relating to the safety operations guarantee fund of the refinery and petrochemical business; and
(e) settlement services in relation to entrustment loans, other intermediary services and other financial services.

The Financial Services Agreement will commence on the date of the approval of the Independent Shareholders and expire on 31 December 2011 but may be renewed upon written agreement of both parties provided that the requirements of the Listing Rules are complied with. As the continuing connected transactions under the Financial Services Agreement are expected to be subject to reporting, announcement and Independent Shareholders’ approval required under the Listing Rules, the entering into of the Financial Services Agreement will also be subject to the approval of the Independent Shareholders at the SGM. Furthermore, the annual caps for the continuing connected transactions under the Financial Services Agreement will be included in the Original Caps. The Board expects that the Original Caps (which covers the annual caps for the Financial Services) as previously approved by the Independent Shareholders in the special general meeting of the Company held on 24 March 2009 are likely to be exceeded. Accordingly, the Board proposes the revised annual caps for the Continuing Connected Transactions for two years ending 31 December 2011.

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LETTER FROM THE BOARD

The Board has proposed that the following caps in respect of the Continuing Connected Transactions be set as the maximum annual amount for each of the two years ending 31 December 2011:

				Proposed
				Revised
				Annual Caps	Basis of determination
			Existing 2009	for 2010 to	of the Revised Annual
Transaction		Historical amount	annual cap	2011	Caps
(a)	(i) Provision of products	For each of the two	2009:	2010:	Please note that this
	and services by the	years ended 31	HK$1,293	HK$1,498	sub-category of annual
	CNPC Group under the	December 2007 and	million	million	caps excludes the annual
	PSAs, the Master	2008 and six			caps for sub-categories
	Agreement and for the	months ended 30	2010:	2011:	(ii) and (iii) below. These
	avoidance of doubt	June 2009,	HK$1,498	HK$1,669	annual caps are the same
	including those under the	approximately	million	million	as the annual caps as
	Second Supplemental	HK$940 million;			approved by the
	Agreement but excluding	HK$1,198 million	2011:		Independent Shareholders
	the Oil and Gas Products	and HK$501	HK$1,669		in the special general
	and the services to be	million,	million		meeting of the Company
	provided as stated in (ii)	respectively			held on 24 March 2009.

(a) (i) Provision of products and services by the CNPC Group under the PSAs, the Master Agreement and for the avoidance of doubt including those under the Second Supplemental Agreement but excluding the Oil and Gas Products and the services to be provided as stated in (ii) and (iii) below (Note 1)
(a) (ii) Aggregate of maximum daily deposits made by the Group with CNPC Finance and the interests thereon

There is no There is no For each of The annual proposed historical amount separate the two years caps for the aggregate of for the previous annual cap for ending 31 deposits and interests years. However, the the Financial December provided by CNPC aggregate Services under 2011, Finance to the Group maximum daily the Master RMB3,000 have been determined deposits made by Agreement, as million with reference to the the Group with amended. (equivalent to estimated business CNPC Finance for approximately growth of the Group and the year ending 31 HK$3,390 entrustment loans to be December 2009 is million) arranged through CNPC RMB161 million Finance; the Group’s (equivalent to historical cashflow and approximately levels of deposits; the HK$182 million) competitive interest rates (Note 2) offered by CNPC Finance.

In order to optimise cash flow management and control and capital efficiency of the Group, there is the specific target of providing a centralised financial management by CNPC Finance, which provides a range of financial services to the Group. The Group is of the view that the proposed increase in annual cap is in line with the development of the business of the Group, and is determined based on principles of fairness and reasonableness.

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LETTER FROM THE BOARD

				Proposed
				Revised
				Annual Caps	Basis of determination
			Existing 2009	for 2010 to	of the Revised Annual
Transaction		Historical amount	annual cap	2011	Caps
(a)	(iii) Fees and expenses	There is no	There is no	For each of	This has been made
	for entrustment loans,	historical amount	separate	the two years	reference to the amount
	entrustment services,	for the previous	annual cap for	ending 31	of entrustment loan to be
	settlement services in	years.	the Financial	December	made through CNPC
	relation to entrustment		Services under	2011, RMB10	Finance to the Group and
	loans, other intermediary		the Master	million	other services provided
	services and other		Agreement, as	(equivalent to	by CNPC Finance.
	financial services		amended.	approximately
	(Note 3)			HK$11
				million)
				(Note 4)

Notes:

(1) For the avoidance of doubt, the annual caps for the three years ending 31 December 2011 for (b) Purchase of the Group’s share of crude oil by CNPC Group under the PSAs; (c) Rental Payments under the Master Agreement and (d) Purchase of Oil and Gas Products by the Group under the Second Supplemental Agreement (all as defined in the announcement of the Company dated 6 March 2009) as set out in page 12 of the said announcement which were approved by the Independent Shareholders on 24 March 2009 will remain unchanged.
(2) The Company has placed deposits with CNPC Finance with a maximum daily outstanding balance of HK$182 million in 2009. This transaction amount for such Financial Services forms part of the Original Caps for the Continuing Connected Transactions for the year ending 31 December 2009 which have been approved by the Independent Shareholders on 24 March 2009.
(3) This category covers the fees and expenses in relation to item (b) to (e) mentioned in paragraph 1.2. In relation to the loans, guarantees and other financial assistance to be provided by CNPC Finance to the Group, these are fully exempted under Rule 14A.65(4) of the Listing Rules from reporting, announcement and the independent shareholders’ approval requirements set out in Chapter 14A of the Listing Rules.
(4) Pursuant to Rule 14A.34(1) of the Listing Rules, as each of the percentage ratios applicable to such cap is more than 0.1% but less than 2.5%, such continuing connected transactions between CNPC Finance and the Group will be subject to reporting and announcement requirements but shall be exempt from independent shareholders’ approval requirements. The Company has made an announcement on 31 December 2009 to fulfil its announcement obligation. If the actual transaction amount exceeds the cap but within the threshold of 2.5% of the applicable percentage ratios, the Company will make an announcement pursuant to Rule 14A.35(3) of the Listing Rules. If the actual transaction amount is expected to exceed the threshold of 2.5% of the applicable percentage ratios, the Company will seek prior approval of independent shareholders under Rule 14A.35(4) of the Listing Rules.

2.3 Pricing basis

The fees for the provision of financial services provided by CNPC Finance under the Financial Services Agreement shall be determined by making reference to the interest rate and the relevant fee rate for the same period published by the People’s Bank of China, and shall be more favourable than the interest rate, fee rate and other terms for the provision of funds and services for the same period offered by an independent third party to the Company.

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LETTER FROM THE BOARD

2.4 Reasons for, and benefits of the entering into of the Financial Services Agreement and revising the annual caps for the Continuing Connected Transactions

Pursuant to the Master Agreement, the parties have the obligation to take further actions, including entering into relevant operative agreement in order to govern specific transactions between CNPC Group and the Group. In view of the growth of natural gas business of the Group, the Company would need more financial services from CNPC Finance, especially in the area of entrustment loan. Therefore, the Company entered into the Financial Services Agreement with CNPC Finance to specifically govern a range of financial services to be provided by CNPC Finance to the Group. The Group may finance its subsidiaries through arrangement of entrustment loans with CNPC Finance in order to have better control and management of cash flow movement of its subsidiaries and to leverage on a centralised financial management with the CNPC Group. The Continuing Connected Transactions are and will be conducted in the ordinary and usual course of business of the Company. Such transactions will continue to be agreed on an arm’s length basis with terms that are fair and reasonable to the Company. The Directors (excluding the independent non-executive Directors) consider that: (a) it is beneficial to the Company to revise the annual caps for the Continuing Connected Transactions as the Company would require further financial services from CNPC Finance and to enter into the Financial Services Agreement so as to govern this type of transactions between CNPC Finance and the Group; (b) the transactions under the Financial Services Agreement will be conducted on normal commercial terms or on terms no less favourable than those available to the Group from independent third parties, under prevailing local market conditions, and were entered into in the ordinary and usual course of business of the Group, are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (c) the revised annual caps are fair and reasonable.

The views of the independent non-executive Directors constituting the Independent Board Committee on the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular are included in the letter from the Independent Board Committee set out in this circular.

2.5 Requirements of the Listing Rules

As one or more of the relevant percentage ratios (other than profit ratio) of the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular in respect of each of the two years ending 31 December 2011 exceeds 2.5% on an annual basis, the transactions under the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Rules 14A.45 to 14A.48 of the Listing Rules.

Details of the Continuing Connected Transactions will be included in the annual report and accounts of the Company in accordance with the Listing Rules.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, CNPC, the ultimate controlling shareholder of the Company, was deemed to be interested in 2,627,557,342 Shares, representing approximately 53.23% of the issued share capital of the Company. To the best of the Directors’ knowledge, CNPC is entitled to control all voting rights in respect of its Shares as at the Latest Practicable Date. CNPC Finance is a non-wholly-owned subsidiary of CNPC. Accordingly, CNPC Finance (an associate of CNPC) is a connected person of the Company and the transactions under the Financial Services Agreement constitute continuing connected transactions of the Company.

An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders, among other things, in relation to the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular. CIMB has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

CNPC and its associates are required to abstain from voting on the resolutions in connection with the approval of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular.

3. GENERAL INFORMATION

(a) Information on the Company

The Company is an investment holding company. The principal activities of the Group are the exploration and production of crude oil and natural gas in the PRC, the Republic of Kazakhstan, the Sultanate of Oman, Peru, the Kingdom of Thailand, the Azerbaijan Republic and the Republic of Indonesia. The Group is also engaged in the city gas, vehicle fuel gas and related businesses in the PRC.

(b) Information on CNPC

CNPC is the controlling shareholder of the Company. CNPC is a petroleum and petrochemical conglomerate that was formed in the wake of the restructuring launched by the State Council to restructure the predecessor of CNPC, China National Petroleum Company ( ). CNPC is also a state-authorised investment corporation and state-owned enterprise. CNPC is an integrated energy corporation with businesses covering oil and gas exploration and development, refining and petrochemical, oil product marketing, oil and gas storage and transportation, oil trading, engineering and technical services and petroleum equipment manufacturing.

(c) Information on CNPC Finance

As approved by the People’s Bank of China and the China Banking Regulatory Commission, the principal business activities of CNPC Finance include receipt and payment of transaction amounts, insurance agency services, provision of guarantees,

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LETTER FROM THE BOARD

entrustment loans and entrustment investments, settlement and clearance of commercial notes, settlement of internal transfers, deposits, loans, financial leases and foreign exchange services.

4. SGM

The notice convening the SGM to be held at Harbour View Room III & IV, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on 28 January 2010 at 11:00 a.m., at which ordinary resolutions will be proposed to approve, among other things, the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular is set out on pages 33 to 35 of this circular.

A proxy form for use at the SGM is enclosed. 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.

5. RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on page 15 of this circular which contains its recommendation to the Independent Shareholders in relation to the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular. Your attention is also drawn to the letter of advice from CIMB set out on pages 16 to 26 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the entering of the Financial Services Agreement, the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular and the principal factors and reasons taken into account in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of CIMB, is of the opinion that the terms of the Financial Services Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular are fair and reasonable and recommends the Independent Shareholders to vote in favour of the ordinary resolution in respect of the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular to be proposed at the SGM.

The Board considers that the terms of the Financial Services Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular are fair and

– 13 –

LETTER FROM THE BOARD

reasonable and recommends the Independent Shareholders to vote in favour of the resolution in respect of the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this Circular to be proposed at the SGM.

6. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in Appendix I to this circular.

By Order of the Board Li Hualin Chairman

– 14 –

LETTER FROM INDEPENDENT BOARD COMMITTEE

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CNPC (HONG KONG)
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CNPC (HONG KONG) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 0135)

13 January 2010

To the Independent Shareholders

Dear Sir or Madam,

FINANCIAL SERVICES CONSTITUTING CONTINUING CONNECTED TRANSACTIONS

We refer to the circular dated 13 January 2010 of the Company (the “Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular, details of which are set out in the “Letter from the Board” in the Circular to the Shareholders.

Having taken into account the advice of the Independent Financial Adviser, we consider that the terms of the Financial Services Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular are fair and reasonable. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular as set out in the notice of the SGM to be held on 28 January 2010.

Yours faithfully,

Independent Board Committee Lau Wah Sum Li Kwok Sing Aubrey Liu Xiao Feng

* For identification purpose only

– 15 –

LETTER FROM CIMB

Set out below is the text of a letter received from CIMB, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the entering into of the Financial Services Agreement and the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in this circular for the purpose of inclusion in this circular.

CIMB Securities (HK) Limited

25/F Central Tower 28 Queen’s Road Central Hong Kong

13 January 2010

To the Independent Board Committee and the Independent Shareholders of CNPC (Hong Kong) Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Financial Services Agreement, the proposed caps (the “Proposed Products and Services Caps”) for the continuing connected transactions in relation to provision of products and services by the CNPC Group to the Group under the PSAs, the Master Agreement and the Second Supplemental Agreement (for the avoidance of doubt, excluding the Proposed Deposit Caps as defined below and the Oil and Gas Products) for each of the two years ending 31 December 2011 and the proposed caps (the “Proposed Deposit Caps”, together with the Proposed Products and Services Caps, the “Proposed Revised Caps”) for the continuing connected transactions in relation to deposit services to be provided by CNPC Finance to the Group as contemplated under the Financial Services Agreement for each of the two years ending 31 December 2011, details of which are contained in a circular of the Company (the “Circular”) to the Shareholders dated 13 January 2010, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

On 31 December 2009, the Company and CNPC Finance entered into the Financial Services Agreement, which will specifically govern a range of financial services to be provided by CNPC Finance to the Group.

As stated in the letter from the Board (the “Letter from the Board”) of the Circular, the Board expects that the Original Caps, which originally cover the annual caps for the Financial Services contemplated under the Second Supplemental Agreement and were previously approved by the then independent Shareholders of the Company in the special general meeting of the Company held on 24 March 2009, are likely to be exceeded, and accordingly proposes to revise the Original Caps for each of the two years ending 31 December 2011.

– 16 –

LETTER FROM CIMB

Given that as at the Latest Practicable Date, CNPC, being the ultimate controlling shareholder of the Company, was deemed to be interested in 2,627,557,342 Shares, representing approximately 53.23% of the issued share capital of the Company, and, to the best of the Directors’ knowledge, was entitled to control all voting rights in respect of such Shares, and CNPC Finance was a non-wholly owned subsidiary of CNPC, CNPC Finance is a connected person of the Company under the Listing Rules and thus the transactions contemplated under the Financial Services Agreement constitute continuing connected transactions of the Company under the Listing Rules.

As the relevant percentage ratios (other than profit ratio) in respect of the Proposed Revised Caps exceed 2.5% on an annual basis, the Financial Services Agreement and the transactions contemplated thereunder and the Proposed Revised Caps are subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Listing Rules.

CNPC and its associates are required to abstain from voting on the resolutions in connection with the approval of the Financial Services Agreement and the transactions contemplated thereunder and the Proposed Revised Caps.

The Independent Board Committee comprising Dr. Lau Wah Sum, Mr. Li Kwok Sing Aubrey and Dr. Liu Xiao Feng, being the independent non-executive Directors, has been formed to advise the Independent Shareholders in relation to (i) the terms of the Financial Services Agreement and the transactions contemplated thereunder; and (ii) the Proposed Revised Caps.

BASIS OF OUR OPINION

In formulating our recommendation, we consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules including the notes thereto to reach an informed view and to provide a reasonable basis for our recommendation. We have relied on the information and facts contained or referred to in the Circular, the information provided by the Company and our review of relevant public information. We have also assumed that the information, facts and representations contained or referred to in the Circular were true and accurate at the time they were made and up to the date of the SGM. We have not, however, conducted an independent verification of the information nor have we conducted any form of in-depth investigation into the businesses and affairs or the prospects of the Company, CNPC Finance, CNPC, or any of their respective subsidiaries or associates. We have no reason to doubt the truth, accuracy and completeness of the information, facts and representations provided and represented to us by the Company. We have also been advised by the Company and believe that no material facts have been omitted from the Circular.

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion, we have considered the following principal factors and reasons:

– 17 –

LETTER FROM CIMB

(I) Reasons for the entering into of the Financial Services Agreement

The Group is principally engaged in exploration and production of crude oil and natural gas in the PRC, the Republic of Kazakhstan, the Sultanate of Oman, Peru, the Kingdom of Thailand, the Azerbaijan Republic and the Republic of Indonesia. The Group is also engaged in the city gas, vehicle fuel gas and related businesses in the PRC.

As stated in the Financial Services Agreement, CNPC Finance will provide the Group a range of financial services including deposit services, loan services including entrustment loans, guarantee services, entrustment services relating to the safety operations guarantee fund of the refinery and petrochemical business, settlement services in relation to entrustment loans, and other intermediary services and other financial services.

We are advised by the Company that in 2003, 2006 and 2009, respectively, the Company and CNPC entered into the Master Agreement, the First Supplemental Agreement and the Second Supplemental Agreement (collectively, the “Existing Agreements”) in order to regulate continuing connected transactions carried on between the Group and the CNPC Group including, among others, the Financial Services. Such Existing Agreements and the transactions contemplated thereunder, details of which are set out in the circulars of the Company dated 31 October 2003, 28 November 2006 and 9 March 2009, respectively, were approved (where required) by the then independent Shareholders of the Company.

We note from the interim report of the Company for the six months ended 30 June 2009 that the Company has officially commenced its business transition and development of the natural gas distribution business through equity interest acquisitions and capital contributions to companies which are principally engaged in the natural gas distribution business in the PRC during the first half of 2009. After taking into account (i) the anticipated increasing demand for financial services to be provided by CNPC Finance, especially in the area of entrustment loan services, as a result of the development in the Group’s natural gas business; and (ii) the Group’s target to optimise its cash flow management and capital efficiency by engaging CNPC Finance to provide a centralised financial management for companies within the Group, we concur with the view of management of the Company that the continuing connected transactions in respect of the financial services to be provided by CNPC Finance to the Group are expected to increase in the future.

The Master Agreement also stipulates that the parties have the obligation to take further actions, including entering into relevant operative agreement in order to govern specific transactions between the CNPC Group and the Group.

Having considered the above, particularly the nature of the financial services under the Financial Services Agreement, the expected development in the Group’s natural gas distribution business, the purpose of the Financial Services Agreement to govern the increasing financial services to be provided by CNPC Finance to the Group, we are of the view that the entering into of the Financial Services Agreement by the Company with CNPC Finance is for business purpose and the continuing connected transactions contemplated under the Financial Services Agreement are in the ordinary and usual course of business of the Group.

– 18 –

LETTER FROM CIMB

(II) Background of CNPC Finance

As stated in the Letter from the Board, as approved by the People’s Bank of China (“PBOC”) and the China Banking Regulatory Commission (“CBRC”), the principal business activities of CNPC Finance include receipt and payment of transaction amounts, insurance agency services, provision of guarantees, entrustment loans and entrustment investments, settlement and clearance of commercial notes, settlement of internal transfers, deposits, loans, financial leases and foreign exchange services.

We have reviewed information relating to CNPC Finance provided by the Company, including, among others, its latest financial information as at 30 September 2009, non-performing asset ratio, non-performing loan ratio and capital adequacy ratio and note that the Proposed Deposit Caps account for merely 0.92% of the total assets of CNPC Finance as at 30 September 2009, being approximately RMB326 billion.

We also note that on 31 December 2009, CNPC entered into an undertaking deed with the Company, pursuant to which CNPC has undertaken to procure CNPC Finance to fulfil its responsibilities and duties under the Financial Services Agreement, to provide an unconditional and irrevocable guarantee in favour of the Company for such responsibilities and duties of CNPC Finance under the Financial Services Agreement, and to make payment on behalf of CNPC Finance to the Company immediately upon receiving written request from the Company under the situation where CNPC Finance is unable to meet its payment obligation within three months after receiving withdrawal notice from the Company. We have reviewed the annual report of CNPC for the year ended 31 December 2008 and note that the Proposed Deposit Caps account for merely approximately 0.17% and 0.23% of the total assets of approximately RMB1,804 billion and the net assets of approximately RMB1,311 billion of CNPC as at 31 December 2008.

We also note from (the Administration of the Finance Companies of Enterprise Groups Measures) issued by CBRC that such finance companies are subject to supervision and administration by CBRC and such regulation is more stringent than that on commercial banks in certain respects, for example the capital adequacy ratio for finance companies of enterprise groups shall not be lower than 10% whereas such threshold for commercial banks is 8% as stipulated in (the Administration of Capital Adequacy Ratio of Commercial Banks Measures) issued by CBRC.

Furthermore, as CNPC Finance is more familiar with the business and transaction pattern of the CNPC Group and the Group given its position as the group finance company, we concur with the view of the Directors that as compared with independent commercial banks in the PRC, CNPC Finance shall be in a better position to provide the Group with more efficient and orderly financial services.

Given the above together with our discussion with the Company in relation thereto, we are of the view that the entering into of the Financial Services Agreement is in the interests of the Group and the Shareholders as a whole.

– 19 –

LETTER FROM CIMB

(III) Reasons for the revision to the Original Caps

As stated above, the Company entered into the Existing Agreements with CNPC in 2003, 2006 and 2009, respectively, in order to regulate the continuing connected transactions carried on between the Group and the CNPC Group.

In anticipation of the increasing demand for financial services by the Group from CNPC Finance arising from the growth in the natural gas distribution business of the Group in the coming two years, the Board considers that the Original Caps, which were previously approved by the then independent Shareholders of the Company in the special general meeting of the Company held on 24 March 2009 and covered the annual caps for each of the three years ending 31 December 2011 in respect of the Financial Services under the Second Supplemental Agreement determined based on the business situation of the Group when the Second Supplemental Agreement was entered into, are likely to be exceeded, and accordingly proposes to revise the Original Caps for each of the two years ending 31 December 2011. Details of the revision to the Original Caps are set out in the Letter from the Board.

(IV) Major terms of the Financial Services Agreement

Major terms of the Financial Services Agreement, which will commence on the date of the approval of the Independent Shareholders and expire on 31 December 2011, and our analysis are set out below:

(i) Pricing principle

As stipulated in the Financial Services Agreement, the fees payable by the Company to CNPC Finance for relevant financial services shall be no higher than those offered by independent third parties to the Company and determined on the following basis:

Nature of the financial services

Pricing principle

Deposits services The interest rates for such deposits shall be determined in accordance with the standard rates for the same period published by PBOC (the “PBOC Rates”) from time to time Loans services The interest rates for such loans shall be determined in accordance with the PBOC Rates from time to time Guarantees services The guarantee fees shall be no higher than those charged by state commercial banks in the PRC for guarantee services of similar nature

– 20 –

LETTER FROM CIMB

Financial services other than the aforementioned deposits, loans or guarantees services
Service fees shall be priced in accordance with the following pricing principles:
(i) the price prescribed by the PRC government;
(ii) where there is no government-prescribed price, the market price; or
(iii) where neither of the above is applicable, the price to be agreed between relevant parties based on the cost plus a margin of 3% on cost.

We have discussed with management of the Company in relation to the pricing principle and understand that as at the Latest Practicable Date, the financial services regulated by the Financial Services Agreement are either subject to government prescribed prices (that is the PBOC Rates) or are available from independent third parties, and management of the Company currently does not anticipate occurrence of any situations where the above pricing principle (iii) shall be adopted. However, the Company considers it prudent to provide a cost-plus pricing principle in the Financial Services Agreement. The Company further advises that the margin of 3% on cost has been determined after arm’s length negotiations between the Company and CNPC Finance. Based on our review, on a sample basis, of the financial information disclosed in the annual reports of those commercial banks that are listed on the Shanghai Stock Exchange, we note that the net profit margins of those commercial banks are well higher than 3%. In this regard, we concur with the view of management of the Company that the margin of 3% on cost to be charged by CNPC Finance under situations described above is acceptable.

Given that relevant service fees or rates to be charged by CNPC Finance to the Group pursuant to the Financial Services Agreement shall be determined in accordance with the PBOC Rates or by reference to those charged by state commercial banks in the PRC, and in any event shall be no less favorable than those offered by independent third parties to the Group, we are of the view that the pricing principle is fair and reasonable as far as the Company and the Shareholders are concerned.

(ii) Set-off right

The Financial Services Agreement provides that in the event that the Group cannot withdraw all or part of its deposits placed with CNPC Finance as a result of misuse or default by CNPC Finance in respect of such deposits, the Group has the right to offset the deposit amounts due to the Company or its subsidiaries from CNPC Finance against the loans advanced by CNPC Finance to the Company or its subsidiaries.

– 21 –

LETTER FROM CIMB

The Financial Services Agreement also stipulates that in the event that the Company or its subsidiaries have difficulty in paying relevant service fees to CNPC Finance or repaying loans granted by CNPC Finance, the Company agrees to offset such service fees or loans due to CNPC Finance against its deposits placed with CNPC Finance.

(iii) Other terms

Under the Financial Services Agreement, CNPC Finance undertakes to grant loan facilities to the Group for an aggregate amount of not less than the deposits amounts to be placed by the Group with CNPC Finance.

In addition, under the Financial Services Agreement, CNPC Finance agrees to send relevant risk indicators reports, which CNPC Finance shall submit to CBRC from time to time, to the Company within three business days after CNPC Finance’s submission to CBRC. The prompt receipt of such reports facilitates the Group’s better understanding and monitoring of the risk profile of CNPC Finance.

Having considered the above, we are of the view that the major terms of the Financial Services Agreement are on normal commercial terms, fair and reasonable so far as the Company and the Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

(V) Proposed Revised Caps

(a) Proposed Deposit Caps

As stated in the Letter from the Board, it is expected that the Company will place deposits with CNPC Finance with a maximum daily outstanding balance (together with interests thereon) of RMB3,000 million (equivalent to approximately HK$3,390 million) for each of the two years ending 31 December 2011, and the Directors have determined the Proposed Deposit Caps for each of the two years ending 31 December 2011 with reference to the estimated business growth of the Group, entrustment loans to be arranged through CNPC Finance, the Group’s historical cash flow and levels of deposits, and the competitive interest rates offered by CNPC Finance.

As advised by the Company, the Group did not place any deposits with CNPC Finance for each of the two years ended 31 December 2008 and the maximum daily deposit (together with interests thereon) placed by the Group with CNPC Finance for the year ended 31 December 2009 was RMB161 million (equivalent to approximately HK$182 million).

To assess the fairness and reasonableness of the Proposed Deposit Caps, we have reviewed and discussed the calculation of the Proposed Deposit Caps with management of the Company and are advised that such significant increment is mainly attributable to the expected significant increase in deposit balances to be placed with CNPC Finance arising from the development of the Group’s natural gas distribution business and entrustment loans in relation thereto to be arranged through CNPC Finance in the coming two years.

– 22 –

LETTER FROM CIMB

As stated in the section headed “Reasons for the entering into of the Financial Services Agreement” above, the Company has officially commenced its business transition and development of the natural gas distribution business through acquisitions and capital contributions during the first half of 2009. Management of the Company further advises that some subsidiaries and new joint venture companies for the Group’s natural gas distribution business were still in the development stage as at the Latest Practicable Date and further capital investment would be required to be made by these companies in the coming years. To cater for the capital requirement for such business development, the Company will arrange entrustment loans with deposits placed at CNPC Finance to those subsidiaries and/or joint venture companies through CNPC Finance.

Given the above and based on our discussion with management of the Company in relation to the investment plan for the natural gas distribution business of the Group, we are of the view that the basis adopted by management of the Company in determining the Proposed Deposit Caps is fair and reasonable so far as the Company and the Shareholders are concerned.

(b) Proposed Products and Services Caps

Set out below are the details of (i) the historical transaction amount in respect of provision of products and services by the CNPC Group to the Group under the PSAs, the Master Agreement and the Second Supplemental Agreement (excluding the Oil and Gas Products) for each of the two years ended 31 December 2008 and the six months ended 30 June 2009; (ii) the estimated transaction amount for the year ended 31 December 2009; and (iii) the Proposed Products and Services Caps (for avoidance of doubt, excluding the Proposed Deposit Caps) for each of the two years ending 31 December 2011:

					Estimated
					transaction	Proposed Products and
Transaction	Historical	transaction	amount		amount	Services Caps
				for the	for the year
	for the year	ended	six	months	ended	for the year ending
	31 December		ended 30 June		31 December	31 December
	2007	2008		2009	2009	2010	2011
	HK$ million	HK$ million	HK$ million		HK$ million	HK$ million	HK$ million
Provision of	940	1,198		501	1,105	1,498	1,669
products and
services by the
CNPC Group to
the Group under
the PSAs, the
Master
Agreement and
the Second
Supplemental
Agreement
(where
appropriately)

The Proposed Products and Services Cap for the year ending 31 December 2010 represents an increase of approximately 35.6% as compared with the estimated transaction amount for the year ended 31 December 2009 and the Proposed Products and Services Cap for the year ending 31 December 2011 represents an increase of approximately 11.4% over that for the previous year.

– 23 –

LETTER FROM CIMB

In assessing the fairness and reasonableness of the Proposed Products and Services Caps, we have reviewed and discussed the calculation of the Proposed Products and Services Caps with management of the Company and understand that the Proposed Products and Services Caps are determined based on the respective annual demand for relevant products and services from individual oil projects and natural gas projects of the Group and the Directors have taken into account the following principal factors when determining the Proposed Products and Services Caps including (i) the anticipated increase in procurement of natural gas-related products and services by the Group from the CNPC Group arising from the Group’s three investments, namely the capital injection in CNPC Shennan Oil Technology Development Co., Ltd., details of which are set out in the announcement of the Company dated 19 December 2008, the acquisition of Xinjiang Xinjie Co., Ltd., details of which are set out in the announcement dated 9 January 2009 and the circular dated 22 January 2009 of the Company, and the capital injection in China Natural Gas Co., Ltd., details of which are set out in the announcement dated 16 February 2009 and the circular dated 9 March 2009 of the Company, in the end 2008 and early 2009, respectively; (ii) the estimated demand for products and services in respect of oil exploration and production projects to be provided by the CNPC Group based on the relevant historical transaction amounts and the expected development of relevant oil projects in the coming two years; and (iii) a buffer of 10% in consideration of the possibility of fluctuation in products and/or services charges and/or demands in relation thereto in the coming two years.

Management of the Company also advises that the approximately 35.6% increment of the Proposed Products and Services Cap for 2010 is mainly attributable to (i) the expected increase in demand for relevant products and services arising from new projects acquired by the Group during the first half of 2009; and (ii) a buffer of 10% in consideration of the possibility of fluctuation in products and/or services charges and/or demands in relation thereto in 2010.

Given the above, we are of the view that the basis adopted by management of the Company in determining the Proposed Products and Services Caps is fair and reasonable so far as the Company and the Shareholders are concerned.

However, Shareholders should note that the Proposed Revised Caps relate to future events and do not represent a forecast of transaction amounts to be incurred as a result of the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular. Consequently, we express no opinion as to how closely the actual transaction amounts of the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular correspond with the Proposed Revised Caps as discussed above.

– 24 –

LETTER FROM CIMB

(VI) Requirement by the Listing Rules regarding the Continuing Connected Transactions

As required by the Listing Rules, for each financial year of the Company over the term of the Financial Services Agreement and the Existing Agreements, the Continuing Connected Transactions shall be subject to the annual review by the independent non-executive Directors and the Company’s auditors as required by Rules 14A.37 and 14A.38 of the Listing Rules, respectively. In particular, each year, the independent non-executive Directors must confirm that the Continuing Connected Transactions have been entered into:

in the ordinary and usual course of business of the Company;
either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Company than terms available to or from (as appropriate) independent third parties; and
in accordance with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Furthermore, each year, the Company’s auditors must provide a letter to the Board confirming that the Continuing Connected Transactions:

have received the approval of the Board;
are in accordance with the pricing policies of the Company if the transactions involve provision of goods or services by the Company;
have been entered into in accordance with the relevant agreement governing the transactions; and
have not exceeded the cap disclosed in the previous announcement(s).

Given the above, we consider that there exist appropriate procedures and arrangements to ensure that the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular will be conducted on terms pursuant to the Financial Services Agreement and the Existing Agreements.

RECOMMENDATION

Having considered the principal factors and reasons referred to in the above, in particular,

the purpose of the Financial Services Agreement is to regulate the ongoing transactions between the Group and CNPC Finance in the coming two years;
the nature of the financial services under the Financial Services Agreement;
the pricing principle stipulated in the Financial Services Agreement is fair and reasonable;

– 25 –

LETTER FROM CIMB

the basis of the determination of the Proposed Deposit Caps, which is mainly attributable to the entrustment loan arrangement as explained above, is fair and reasonable;
the basis of the determination of the Proposed Products and Services Caps, which is mainly made by reference to the historical transaction amounts and the business development of the Group as explained above, is fair and reasonable; and
there exist appropriate procedures and arrangements to ensure that the Continuing Connected Transactions under categories (a)(i) and (a)(ii) as set out in the Circular will be conducted on terms pursuant to the Financial Services Agreement and the Existing Agreements,

we are of the opinion that (i) the continuing connected transactions contemplated under the Financial Services Agreement are in the ordinary and usual course of business of the Group; (ii) the Financial Services Agreement is in the interests of the Group and the Shareholders as a whole; (iii) the terms of the Financial Services Agreement are on normal commercial terms and fair and reasonable so far as the Company and the Shareholders are concerned; and (iv) the Proposed Revised Caps are fair and reasonable so far as the Company and the Shareholders are concerned.

Therefore, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the SGM to approve the Financial Services Agreement and the continuing connected transactions contemplated thereunder and the Proposed Revised Caps.

Yours faithfully, For and on behalf of CIMB Securities (HK) Limited Alex Lau Heidi Cheng Director Director Head of Corporate Finance

– 26 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular includes the particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director and chief executive of the Company is taken or deemed to have under such provisions of the SFO); or which (b) were required to be entered into the register maintained by the Company, pursuant to section 352 of the SFO; or which (c) were required to be notified to the Company and the Stock Exchange, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules are set out below.

2.1 Ordinary Shares of HK$0.01 Each of the Company

		Capacity and
	Number of	Nature of	Percentage of
Name	Shares	Interests	Issued Shares
Li Hualin	14,000,000	Beneficial owner	0.28%
Li Kwok Sing Aubrey	1,000,000	Beneficial owner	0.02%

Note: The interests held by Mr. Li Hualin and Mr. Li Kwok Sing Aubrey represent long position in the Shares of the Company.

– 27 –

GENERAL INFORMATION

APPENDIX I

2.2 Share Options

Shares options were granted to the Directors, chief executives and employees of the Company under the executive share option scheme approved by the Board on 3 June 2002, details of which are set out below:

Name Date of Grant Exercise Period Exercise Price HK$ Directors Li Hualin 27 Apr 2005 27 Jul 2005 – 26 Apr 2010 1.224 8 Jan 2007 8 Apr 2007 – 7 Jan 2012 4.186 26 May 2008 26 Aug 2008 – 25 May 2013 4.240 26 Mar 2009 26 Jun 2009 – 25 Mar 2014 3.250 Zhang Bowen 8 Jan 2007 8 Apr 2007 – 7 Jan 2012 4.186 26 May 2008 26 Aug 2008 – 25 May 2013 4.240 26 Mar 2009 26 Jun 2009 – 25 Mar 2014 3.250 Cheng Cheng 25 Jun 2004 25 Sep 2004 – 24 Jun 2009 0.940 8 Jan 2007 8 Apr 2007 – 7 Jan 2012 4.186 26 May 2008 26 Aug 2008 – 25 May 2013 4.240 26 Mar 2009 26 Jun 2009 – 25 Mar 2014 3.250 Liu Xiao Feng 27 Apr 2005 27 Jul 2005 – 26 Apr 2010 1.224 Employees 27 Apr 2005 27 Jul 2005 – 26 Apr 2010 1.224 8 Jan 2007 8 Apr 2007 – 7 Jan 2012 4.186 14 Sep 2007 14 Dec 2007 – 13 Sep 2012 4.480 26 May 2008 26 Aug 2008 – 25 May 2013 4.240 26 Mar 2009 26 Jun 2009 – 25 Mar 2014 3.250	Outstanding at 1 January 2009 20,000,000 25,000,000 3,200,000 – 20,000,000 2,400,000 – 15,640,000 10,000,000 1,500,000 – 1,600,000 26,000,000 25,000,000 20,000,000 7,000,000 – 177,340,000	Number of Share Options Granted Exercised – (20,000,000) – – – – 3,200,000 – – – – – 2,400,000 – – (15,640,000) – – – – 1,500,000 – – (1,600,000) – (8,500,000) – – – – – – 7,000,000 – 14,100,000 (45,740,000)	Outstanding at the Latest Practicable Date – 25,000,000 3,200,000 3,200,000 20,000,000 2,400,000 2,400,000 – 10,000,000 1,500,000 1,500,000 – 17,500,000 25,000,000 20,000,000 7,000,000 7,000,000
			145,700,000

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company nor their associates, had any other interests or short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or the chief executive of the Company is taken or deemed to have under such provisions of the SFO); or which (b) were required to be entered into the register maintained by the Company, pursuant to section 352 of the SFO; or which (c) were

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GENERAL INFORMATION

APPENDIX I

required to be notified to the Company or the Stock Exchange, pursuant to the Model Code for Securities Transaction by Directors of Listed Issuers contained in the Listing Rules, and none of the Directors, nor their spouse or children under the age of 18, had any right to subscribe for securities of the Company, or had exercised any such right since 31 December 2008 (being the date of the Company’s latest published audited accounts).

2.3 Competing Business

As at the Latest Practicable Date, none of the Directors and their respective associates had any interest in a business which competes or may compete with the businesses of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder).

2.4 Additional Disclosure of Interest

There was no contract or arrangement subsisting as at the Latest Practicable Date, in which any of the Directors was materially interested and which was significant in relation to the businesses of the Group.

Save as disclosed herein, none of the Directors, directly or indirectly, has had any interest in any assets which had since 31 December 2008 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the register of substantial shareholders maintained under section 336 of the SFO, showed that the Company has been notified of the following interests, being 5% or more of the Company’s issued share capital. These interests are in addition to those disclosed above in respect of the Directors, chief executives and employees of the Company.

	Number of		Percentage of the
	Shares		total number of
Name	Direct Interest	Indirect Interest	Shares in issue
Sun World Limited (1)	2,513,917,342 (L)	–	50.92%
PetroChina Hong Kong	–	2,513,917,342 (L)	50.92%
(BVI) Ltd. (1)
PetroChina Hong Kong	–	2,513,917,342 (L)	50.92%
Ltd. (1)
PetroChina Company	–	2,513,917,342 (L)	50.92%
Limited (1)

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APPENDIX I

GENERAL INFORMATION

	Number of		Percentage of the
	Shares		total number of
Name	Direct Interest	Indirect Interest	Shares in issue
China National Oil and	–	113,640,000 (L)	2.30%
Gas Exploration and
Development
Corporation
(“CNODC”) (2)
CNPC International Ltd	–	113,640,000 (L)	2.30%
(“CNPCI”) (2)
Fairy King Investments	113,640,000 (L)	–	2.30%
Ltd
China National	–	2,627,557,342 (L)	53.23%
Petroleum
Corporation (1) (2)

Notes:

(1) Sun World Limited is a wholly-owned subsidiary of PetroChina Hong Kong (BVI) Ltd., which in turn is wholly owned by PetroChina Hong Kong Ltd.. PetroChina Hong Kong Ltd. is wholly owned by PetroChina, which is in turn owned as to 86.42% by China National Petroleum Corporation (“CNPC”). Accordingly, CNPC is deemed to have interest in the 2,513,917,342 shares held by Sun World Limited. Mr Li Hualin, the Chairman of the Company and Mr Zhang Bowen, the Chief Executive Officer of the Company are also directors of Sun World Limited, which is a substantial shareholder of the Company (within the meaning of Part XV of the SFO).
(2) Fairy King Investments Ltd is a wholly-owned subsidiary of CNPCI, which in turn is wholly owned by CNODC, which is in turn owned as to 100.00% by CNPC. Accordingly, CNPC is deemed to have interest in the 113,640,000 shares held by Fairy King Investments Ltd.

Save as disclosed above, as at the Latest Practicable Date, the Directors and the chief executive of the Company were not aware of any person (other than a Director or chief executive of the Company) who had any interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO.

As at the Latest Practicable Date, the Directors and chief executives of the Company were not aware of any person (other than a Director or chief executive of the Company) who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or any options in respect of such capital.

– 30 –

GENERAL INFORMATION

APPENDIX I

4. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors or proposed directors has any existing service contract or proposed service contract with the Company or any of its subsidiaries which was not terminable by the Company within one year without payment of consideration.

5. MATERIAL ADVERSE CHANGE

The Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2008 (being the date to which the latest published financial statements of the Company have been made up) and up to the Latest Practicable Date.

6. QUALIFICATION AND CONSENT OF EXPERTS

The following are the qualifications of the expert who have given opinion or advice which is contained in this circular:

Name	Qualification
CIMB	a corporation licensed to carry out type 1 (dealing in
	securities), type 4 (advising on securities) and type 6
	(advising on corporate finance) regulated activities as
	defined under the SFO

CIMB has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and/ or reference to its name or opinion in the form and context in which it appears.

As at the Latest Practicable Date, CIMB was not beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

CIMB has not, directly or indirectly, had any interest in any assets which had since 31 December 2008 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

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GENERAL INFORMATION

APPENDIX I

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the registered office of the Company at Rooms 3907 – 3910, 39th Floor, 118 Connaught Road West, Hong Kong from the date of this circular up to and including 27 January 2010:

(i) the Master Agreement dated 19 November 2003 entered into between CNPC and the Company regarding provision by the CNPC Group to the Group, of a range of products and services from time to time;
(ii) the First Supplemental Agreement dated 14 November 2006 entered into between the Company and CNPC amending certain terms of, and renewing, the Master Agreement;
(iii) the Second Supplemental Agreement dated 25 March 2009 entered into between the Company and CNPC amending certain terms of, and renewing, the Master Agreement;
(iv) the Financial Services Agreement dated 31 December 2009 entered into between the Company and CNPC Finance; and
(v) this circular.

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NOTICE OF THE SGM

==> picture [235 x 53] intentionally omitted <==

----- Start of picture text -----

CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
CNPC (HONG KONG)
----- End of picture text -----

CNPC (HONG KONG) LIMITED

(Stock Code: 0135)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of CNPC (Hong Kong) Limited (the “Company”) will be convened at Harbour View Room III & IV, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on 28 January 2010 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as an ordinary resolutions of the Company:–

“ THAT :
(i) the transactions contemplated under the Huayou Share Acquisition Agreement (as defined in the circular of the Company in respect of the Huayou Share Acquisition and the Xinjiang Xinjie Assets Disposal dated 13 January 2010 (the “Huayou and Xinjiang Xinjie Circular”)) (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved; and
(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/ are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the Huayou Share Acquisition (as defined in the Huayou and Xinjiang Xinjie Circular).”
“ THAT :
(i) the transactions contemplated under the Refined Oil Storage Assets Disposal Agreement and the Refined Oil Pipeline Transmission Assets Disposal Agreement (both as defined in the Huayou and Xinjiang Xinjie Circular) (a copy of each is tabled at the meeting and marked “B” and “C”, respectively and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved; and
(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements,

* For identification purpose only

– 33 –

NOTICE OF THE SGM

and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the Xinjiang Xinjie Assets Disposal (as defined in the Huayou and Xinjiang Xinjie Circular).”

“ THAT :
(i) the transactions contemplated under the Financial Services Agreement (as defined in the circular of the Company dated 13 January 2010 (the “CCT Circular”) (a copy of which is tabled at the meeting and marked “D” and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved; and
(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the transactions contemplated under the Financial Services Agreement.”
“ THAT :
(i) the revised annual caps for the Continuing Connected Transactions (as defined in the CCT Circular) under categories (a)(i) and (a)(ii) for each of the two financial years ending 31 December 2011 as set out in the “Letter from the Board” in the CCT Circular be and are hereby generally and unconditionally approved;
(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/ are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) for each of the two financial years ending 31 December 2011 as set out in the “Letter from the Board” in the CCT Circular.”

By Order of the Board Lau Hak Woon Company Secretary

Hong Kong, 13 January 2010

Notes:

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.

– 34 –

NOTICE OF THE SGM

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.
(China National Petroleum Corporation*) and its associates will abstain from voting in respect of Resolutions Nos. 1, 2, 3 and 4.
Unless otherwise defined, terms used in this notice shall have the same meanings as those defined in the Huayou and Xinjiang Xinjie Circular and the CCT Circular.
For identification purpose only

– 35 –

AI assistant

Raymond Industrial Limited — Proxy Solicitation & Information Statement 2010

49052_rns_2010-01-13_f3e1c1cd-5bd6-4094-972a-ce0079ec4bd5.pdf

CNPC (HONG KONG) LIMITED

CONTINUING CONNECTED TRANSACTIONS

CIMB Securities (HK) Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

CNPC (HONG KONG) LIMITED

(Stock Code: 0135)

CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

1.1 Financial Services Constituting Continuing Connected Transactions

LETTER FROM THE BOARD

2. CONTINUING CONNECTED TRANSACTIONS

2.1 Introduction

2.2 Financial Services

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

2.3 Pricing basis

2.4 Reasons for, and benefits of the entering into of the Financial Services Agreement and revising the annual caps for the Continuing Connected Transactions

2.5 Requirements of the Listing Rules

3. GENERAL INFORMATION

(a) Information on the Company

(b) Information on CNPC

(c) Information on CNPC Finance

4. SGM

5. RECOMMENDATION

6. ADDITIONAL INFORMATION

CNPC (HONG KONG) LIMITED

FINANCIAL SERVICES CONSTITUTING CONTINUING CONNECTED TRANSACTIONS

LETTER FROM CIMB

CIMB Securities (HK) Limited

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LETTER FROM CIMB

BASIS OF OUR OPINION

PRINCIPAL FACTORS CONSIDERED

(I) Reasons for the entering into of the Financial Services Agreement

LETTER FROM CIMB

(II) Background of CNPC Finance

(III) Reasons for the revision to the Original Caps

(IV) Major terms of the Financial Services Agreement

(i) Pricing principle

Nature of the financial services

Pricing principle

LETTER FROM CIMB

(ii) Set-off right

(iii) Other terms

(V) Proposed Revised Caps

(a) Proposed Deposit Caps

LETTER FROM CIMB

(b) Proposed Products and Services Caps

LETTER FROM CIMB

(VI) Requirement by the Listing Rules regarding the Continuing Connected Transactions

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DIRECTORS’ INTERESTS

2.1 Ordinary Shares of HK$0.01 Each of the Company

2.2 Share Options

2.3 Competing Business

2.4 Additional Disclosure of Interest

3. SUBSTANTIAL SHAREHOLDERS

GENERAL INFORMATION

4. SERVICE CONTRACT

5. MATERIAL ADVERSE CHANGE

6. QUALIFICATION AND CONSENT OF EXPERTS

7. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF THE SGM

CNPC (HONG KONG) LIMITED

NOTICE OF SPECIAL GENERAL MEETING

NOTICE OF THE SGM

More from Raymond Industrial Limited

Raymond Industrial Limited Proxy Solicitation & Information Statement 2010