Sinopec Oilfield Service : I. PROPOSED PROVISION OF COUNTER-GUARANTEE FOR CHINA PETROCHEMICAL CORPORATION II. FULFILLMENT OF UNDERTAKINGS RELATED TO THE EXPLORATION IV DRILL RIG BY LEASE III. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND ITS RELEVANT APPENDICES

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licenced securities dealer or registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sinopec Oilfield Service Corporation, you should at once hand this circular and its accompanying forms to the purchaser or to the transferee or to the bank, licenced securities dealer or registered institution 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.

Sinopec Oilfield Service Corporation

(a joint stock limited company established in the People's Republic of China)

(Stock code: 1033)

1. PROPOSED PROVISION OF COUNTER-GUARANTEE FOR CHINA PETROCHEMICAL CORPORATION
2. 1. FULFILLMENT OF UNDERTAKINGS RELATED TO THE EXPLORATION IV DRILL RIG BY LEASE
   1. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND ITS RELEVANT APPENDICES

The Company proposes to convene the EGM at the Meeting Room 6, the Third Floor of Kun Tai Royal Hotel B12 Chaowai Street, Chaoyang District, Beijing, PRC on Wednesday, 6 November 2019 at 9:00 a.m. The notice of EGM, proxy form and reply slip will be dispatched along with this circular.

Whether or not you are able to attend the EGM in person, please complete the proxy form of the Company in accordance with the instructions printed thereon and return it to the business address of the Company or to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time for holding the EGM (i.e. 9:00 a.m. on 5 November 2019, Hong Kong time). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) as you wish.

Beijing, the PRC

19 September 2019

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

- i -

DEFINITIONS

In this circular, except where the context otherwise requires, the following expressions shall have the following meanings:

"A Shares"	domestic share(s) in the share capital of the Company,
	with a nominal value of RMB1.00 each, and the relevant
	shares are listed on the Shanghai Stock Exchange
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors of the Company
"CCB"	China Construction Bank Corporation
"China Petrochemical	China Petrochemical Corporation (中國石油化工集團有
Corporation"	限公司), a wholly state-owned enterprise incorporated in
	the PRC and the Controlling Shareholder of the Company
"Circular"	the circular of the Company dated 27 October 2014,
	regarding major assets reorganisation of the Group
"Company" or "SSC"	Sinopec Oilfield Service Corporation (中石化石油工程技
	術服務股份有限公司), a joint stock limited company
	established in the PRC and its A shares are listed on the
	Shanghai Stock Exchange and its H shares are listed on
	the Main Board of the Hong Kong Stock Exchange
"Connected Person(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Controlling Shareholder(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Director(s)"	Directors of the Company
"EGM"	the first extraordinary general meeting for 2019 of the
	Company to be convened
"Exploration IV Drill Rig"	the "Exploration IV" drill rig
"Group"	SSC and its subsidiaries
"Guarantee"	the corresponding counter-guarantee to be provided to
	China Petrochemical Corporation by the Company

- 1 -

	DEFINITIONS
"Hong Kong"	Hong Kong Special Administrative Region of the
	People's Republic of China
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"IFRS"	the International Financial Reporting Standards, which
	include standards and interpretations approved by the
	International Accounting Standards Board (IASB), and
	the International Accounting Standards (IAS) and
	interpretations issued by the International Accounting
	Standards Committee (IASC)
"Independent Non-executive	independent non-executive director(s) of the Company
Director(s)"
"Independent Shareholder(s)"	Shareholder(s) of the Company other than China
	Petrochemical Corporation and its related parties
"Latest Practicable Date"	16 September 2019
"Lease"	the lease of Exploration IV Drill Rig by the Lessee under
	the terms and conditions of the Lease Agreement
"Lease Agreement"	an agreement entered into by the Lessee and the Lessor
	on 27 August 2019 in relation to the lease of the
	Exploration IV Drill Rig
"Lessee" or "Ocean Petroleum	Sinopec Ocean Petroleum Engineering Co., Ltd., a
Engineering"	wholly-owned subsidiary of the Company
"Lessor" or "Shanghai Offshore	Sinopec Group Shanghai Offshore Petroleum Bureau Co.,
Petroleum Bureau"	Ltd.	(中國石化集團上海海洋石油局有限公司),	a
	subsidiary of China Petrochemical Corporation
"Major Assets Reorganisation"	the assets reorganisation arrangements conducted by the
	Company in 2014, the details of which are set out in the
	Circular
"PRC"	People's Republic of China
"RMB"	the lawful currency of the PRC

- 2 -

	DEFINITIONS
"Rules of Procedure for the	the rules of procedure for the board of directors of
Board of Directors"	Sinopec Oilfield Service Corporation
"Rules of Procedure for the	the rules of procedure for the shareholders' meeting of
Shareholders' Meeting"	Sinopec Oilfield Service Corporation
"Share(s)"	ordinary shares of the Company
"Shareholder(s)"	shareholder(s) of the Company
"Sinopec Star"	Sinopec Star Petroleum Company Limited
"SSE Listing Rules"	Rules Governing the Listing of Stocks on Shanghai Stock
	Exchange
"subsidiary(ies)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"%"	per cent

- 3 -

LETTER FROM THE BOARD

Sinopec Oilfield Service Corporation

(a joint stock limited company established in the People's Republic of China)

(Stock code: 1033)

Non-executive Directors:	Registered address:
Liu Zhongyun	22 Chaoyangmen North Street
Lu Baoping	Chaoyang District
Fan Zhonghai	Beijing, the PRC
Wei Ran
Xiao Yi	Principal place of business
	in Hong Kong:
Executive Directors:	26th Floor Jardine House
Chen Xikun	1 Connaught Place, Central
Yuan Jianqiang	Hong Kong
Independent Non-executive Directors:
Jiang Bo
Pan Ying
Chen Weidong
Dong Xiucheng
	19 September 2019
To the Shareholders
Dear Sir or Madam:

1. PROPOSED PROVISION OF COUNTER-GUARANTEE FOR CHINA PETROCHEMICAL CORPORATION

1. FULFILLMENT OF UNDERTAKINGS RELATED TO THE EXPLORATION IV DRILL RIG BY LEASE

1. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND ITS RELEVANT APPENDICES

References are made to the overseas regulatory announcement of the Company in relation to the related party transaction announcement on provision of counter-guarantee to Controlling Shareholders by the Company dated 27 August 2019, the connected transaction announcement on the lease of the Exploration IV Drill Rig dated 27 August 2019 and the announcement regarding the proposed amendments to the Articles of Association dated 19 September 2019.

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, inter alia, further information on (i) the proposed provision of counter-guarantee to China Petrochemical Corporation, (ii) the fulfillment of undertakings related to the Exploration IV Drill Rig by lease, and (iii) the proposed amendments to Articles of Association and its relevant appendices, so that you can make informed decisions on whether or not to vote for relevant resolutions to be proposed at the EGM.

1. PROPOSED PROVISION OF COUNTER-GUARANTEE TO CHINA PETROCHEMICAL CORPORATION

(I.) Summary of the Guarantee

The Company, as a controlling subsidiary of China Petrochemical Corporation, was granted a comprehensive credit line of no more than RMB500 million under the total financing credit lines granted to China Petrochemical Corporation by CCB, and China Petrochemical Corporation undertakes joint guarantee liability for the Company's above-mentioned financing credit line of no more than RMB500 million. According to the requirements of internal management, the Company will provide corresponding counter-guarantee.

On 27 August 2019, the 15th meeting of the ninth session of the Board of Directors of the Company considered and approved Resolution on Provision of Counter-guarantee to China Petrochemical Corporation by the Company, and approved the Company to provide corresponding counter-guarantee in respect of joint guarantee liability under the financing credit line of no more than RMB500 million provided by China Petrochemical Corporation to the Company. As Mr. Liu Zhongyun, Mr. Fan Zhonghai, Mr. Lu Baoping and Mr. Xiao Yi are related Directors, the aforesaid Directors are required to abstain from voting on the aforesaid board resolutions of the Company.

As of the Latest Practicable Date, China Petrochemical Corporation directly and indirectly holds 13,323,683,351 shares of the Company in total, accounting for 70.18% of the total issued share capital of the Company, therefore is a controlling shareholder and a related party of the Company under the SSE Listing Rules. The Guarantee constitutes a related party transaction of the Company under the SSE Listing Rules and is therefore subject to approval at the first extraordinary general meeting for 2019 of the Company. The related shareholder China Petrochemical Corporation and its related parties shall abstain from voting in considering such resolution at the first extraordinary general meeting for 2019. Pursuant to the Hong Kong Listing Rules, as the Guarantee is a financial assistance provided by the Company in favour of the interests of the Group, the Guarantee is exempt from each of the requirements under Chapter 14A of the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

(II.) Basic Information of the Guaranteed Party in the Counter-guarantee

The basic information of China Petrochemical Corporation is as follows:

Date of establishment:	14	September 1983
Type of enterprise:	Limited liability company (wholly state-owned)
Domicile:	22	Chaoyangmen North Street, Chaoyang District, Beijing
Legal representative:	Dai Houliang
Registered capital:	RMB274,900 million

China Petrochemical Corporation, formerly known as China National Petrochemical Corporation (中國石油化工總公司), is an enterprise owned by the whole people established according to Reply of the State Council on Relevant Issues concerning the Establishment of China Petrochemical Corporation. It is an institution approved by the State Council to carry out state-authorized investments and is a state-controlling company. China Petrochemical Corporation was incorporated in the State Administration for Industry and Commerce on 4 July 2012. It is principally engaged in organising its affiliated companies' exploration, exploitation, storage and transportation (including pipeline transportation), sales and comprehensive utilization of oil and natural gas; oil refining; wholesale and retail of refined oil products; production, sales, storage and transportation of petrochemical and other chemical products; industrial investment and investment management; exploration design, construction and installation of petroleum and petrochemical engineering projects; repairing and maintenance of petroleum and petrochemical equipment; manufacture of mechanical and electrical equipment; research, development, application and consultation services of technology, information and alternative energy products; import and export business.

According to the Audit Report (GTCSZ (2019) No. 110ZA5256) issued by Grant Thornton (Special General Partnership) on 23 April 2019, as of 31 December 2018, China Petrochemical Corporation had total consolidated assets of RMB2,260,094 million, total liabilities of RMB1,171,491 million and total net assets of RMB1,088,604 million. During 2018, China Petrochemical Corporation recorded a total consolidated operating income of RMB2,936,841 million, total profits of RMB96,738 million and net cash flows generating from operating activities of RMB206,751 million.

(III.) Principal Terms of Letter of Counter-guarantee

1. Scope of the counter-guarantee: the indemnity and compensation for the corresponding joint guarantee liability assumed by China Petrochemical Corporation for the financing credit business of the Company with CCB.

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LETTER FROM THE BOARD

1. Amount of the counter-guarantee: the amount of the counter-guarantee provided by the Company is the same as the amount of the joint guarantee liability assumed by China Petrochemical Corporation, and the equivalent amount is RMB500 million.
2. Term of the counter-guarantee: the term of the counter-guarantee provided by the Company is the same as that of the joint guarantee liability assumed by China Petrochemical Corporation, that is, it shall take effect on the effective date of the relevant joint guarantee liability and shall expire on the date of termination of the relevant joint guarantee liability. For the joint guarantee liability actually assumed by China Petrochemical Corporation for the financing credit business of the Company with CCB prior to the effective date of this letter of counter-guarantee, the actual effective date of this counter-guarantee can be traced back.
3. Claim method: demand guarantee. When China Petrochemical Corporation actually incurs joint guarantee liability compensation for the financing credit business of the Company with CCB, China Petrochemical Corporation may directly claim compensation from the Company. Within 10 days from the date of receipt of the written notice of compensation claim from China Petrochemical Corporation, the Company shall unconditionally pay in a lump sum, the full amount of the joint guarantee liability assumed by China Petrochemical Corporation.
4. Validity period of the letter of counter-guarantee: the letter of counter-guarantee is valid for two years from the effective date.
5. This letter of counter-guarantee shall become effective upon being signed by the authorized representative of the Company and affixed with the official seal, and after being considered and approved at the first extraordinary general meeting for 2019 of the Company.

(IV.) Opinions of the Independent Non-executive Directors

The Independent Non-executive Directors of the Company have given their prior approval for the Guarantee and the related party transaction, and have expressed their independent opinions that: (1) China Petrochemical Corporation, the controlling shareholder of the Company, provides joint liability guarantee for the Company's comprehensive credit line of not more than RMB500 million, and the provision of corresponding counter-guarantee by the Company to China Petrochemical Corporation is a normal economic practice of the Company, which is beneficial for the Company to conduct relevant business with credit line, and is in line with the needs of the business development and internal management of the Company; (2) the decision-making procedures of the board of directors of the Company for considering the relevant resolution on the Guarantee are in compliance with relevant laws, regulations and the Articles of Association, and there is no circumstance that is detrimental to the interests of the Company and all shareholders.

- 7 -

LETTER FROM THE BOARD

(V.) The Accumulated Amount of External Guarantees and the Number of Overdue

Guarantees

As of the Latest Practicable Date, the accumulated total amount of external guarantees provided by the Company and its controlled subsidiaries is RMB12,925 million, accounting for 223.69% of the latest audited net assets of the Company, among which, the total amount of guarantees provided by the Company to its controlled subsidiaries is RMB12,925 million, accounting for 223.69% of the latest audited net assets of the Company. As of the Latest Practicable Date, the Company has no overdue guarantee.

1. FULFILLMENT OF UNDERTAKINGS RELATED TO THE EXPLORATION IV DRILL RIG BY LEASE

Background

Reference is made to the Circular. As disclosed in the Circular, in order to avoid the competition of China Petrochemical Corporation with the Group, China Petrochemical Corporation issued the "Non-competition Undertaking" on 12 September 2014, and undertook that (i) it will not, and will endeavour to procure its controlled enterprises through the exercise of its shareholder rights not to compete with the Company in its core business; (ii) after the completion of Major Assets Reorganisation, if Sinopec Star's new business opportunity compete, or is likely to compete, directly or indirectly with the core business of the Company, an option to take up the above-mentioned new business opportunity will be given to the Company. In addition, China Petrochemical Corporation undertakes to dispose the Exploration IV Drill Rig of Sinopec Star when appropriate within the 5 years after the completion of the Major Assets Reorganisation (i.e. prior to 12 September 2019); (iii) after the completion of the Major Assets Reorganisation, if China Petrochemical Corporation and its subsidiaries become aware of any new business opportunity which competes, or is likely to compete, directly or indirectly with the core business of the Company, an option to take up such new business opportunity will be given to the Company. If China Petrochemical Corporation intends to transfer, sell, lease, license or otherwise transfer or permit to use any of the business interest which may compete with the Company's core business, the Company may exercise its pre-emptive rights to avoid such competition; and (iv) it will pay the damages to the Company caused by its breach of the undertakings.

Since its undertakings, China Petrochemical Corporation has strictly complied with the aforementioned undertakings, has not engaged in activities that compete with the production and operations of the Company, and if it became aware of any new business opportunity which competes, or is likely to compete, directly or indirectly with the core business of the Company, SSC shall be given pre-emptive rights by China Petrochemical Corporation.

In December 2016, China Petrochemical Corporation transferred the Exploration IV Drill Rig and its supporting facilities owned by Sinopec Star to Shanghai Offshore Petroleum Bureau. The Company recently received a letter from China Petrochemical Corporation regarding the fulfillment of undertakings related to the "Exploration IV" drill rig. China

- 8 -

LETTER FROM THE BOARD

Petrochemical Corporation intends to fulfill the aforementioned undertakings related to the Exploration IV Drill Rig, and relevant procedures shall be performed by the Company as soon as possible. Subject to relevant laws and regulations and based on our actual conditions, the Company will make comprehensive consideration and research to solve the problem of industry competition between the petroleum engineering services engaged in by the Exploration IV Drill Rig and that of the Company.

Exploration IV Drill Rig is a semi-submersible drill rig. It was built in Singapore in 1983, and was introduced by the formerly Geology and Mine Ministry in February 1994. Such asset was transferred to Sinopec Star in 1997 and merged into China Petrochemical Corporation along with Sinopec Star in 2000. Up to now, the Exploration IV Drill Rig has been used for over 20 years. The performance of diesel generator unit, power station and electric drive system equipment of the rig is degraded and aging, and the generator unit has high energy consumption, maintenance cost, and limited normal operating capacity. In order to restore the normal operating capability of the Exploration IV Drill Rig as soon as possible, China Petrochemical Corporation has agreed to renovate the Exploration IV Drill Rig in July 2019 with a planned amount of investment of approximately RMB100 million. Based on the abovementioned factors of the Exploration IV Drill Rig, and considering that if the Company purchases the rig now, it shall bear all renovation costs of the rig. Upon comprehensive consideration, the Board proposed to solve the relevant non-competition matters by leasing the Exploration IV Drill Rig.

The Lease Agreement

The Board is pleased to announce that on 27 August 2019, Ocean Petroleum Engineering (a subsidiary of the Company) entered into a Lease Agreement with Shanghai Offshore Petroleum Bureau in relation to the Exploration IV Drill Rig for a term of 3 years, the principal terms of which are as follows:

Date

27 August 2019

Parties

1. Ocean Petroleum Engineering (as the "Lessee"); and
2. Shanghai Offshore Petroleum Bureau (as the "Lessor and owner");
   (Together, the "Parties")
   Shanghai Offshore Petroleum Bureau is a subsidiary of China Petrochemical Corporation.

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LETTER FROM THE BOARD

Subject Matter of the Lease

The Lessee agreed to lease a semi-submersible rig (Exploration IV) to Lessor for drilling operations in the Xihu Trough in the East China Sea of the PRC.

Name, sign and flag of the vessel	Kan Tan IV-HO2806-Panama Flag
Vessel model	Mobile Offshore Drilling Unit - Semi-submersible
	Drilling Rig of Friede & Goldman/L-927
Net carrying amount of assets	RMB38.47 million
as at 31 July 2019
Construction time/place	Britain's far east lipston shipyard/1983
Time of delivery	15 days before lease commencement date

Lease Term

The lease term is 3 years from the lease commencement date, which shall be the effective date of the Lease Agreement.

Rental and Payment Method

Ocean Petroleum Engineering shall pay rental to the Lessor on a monthly basis since the lease commencement date. The rental for 2019 and 2020 shall be calculated at the daily rental of RMB15,500 per day. As the Exploration IV Drill Rig is planned to be renovated at the end of 2020, and its renovation will be completed in the first half of 2021, therefore, the rental after the completion of the renovation in 2021 will be calculated at the daily rental of no more than RMB109,500 per day (i.e. the annual rental for 2021 will be no more than RMB40 million), and the Lessee is not required to pay the rental during the renovation period.

The Lessee shall pay rental to the Lessor within thirty (30) consecutive days after the end of each work month. The last installment of rental, if less than thirty (30) consecutive days, shall be calculated at proportion of days of the calendar month prior to delivery of the vessel and shall be paid in advance. If the Lessee delays the payment of rental, the Lessor shall be entitled to charge an overdue fine of 0.5% of the interest rate. The Company intends to pay the rental with internal resources of the Group.

The rental under the Lease Agreement was determined after arm's length negotiations between Ocean Petroleum Engineering and Shanghai Offshore Petroleum Bureau upon a comprehensive consideration of costs, taxes and management fees, as well as reasonable profits. According to the IFRS, fixed rental payments are capital in nature, and the leased property will be recognised as the right-of-use asset of the Group on the lease commencement date, and the amount recognised will be RMB44 million.

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LETTER FROM THE BOARD

The Rights and Obligations of Parties to the Lease

Shanghai Offshore Petroleum Bureau shall be responsible for the annual fixed asset investment of the Exploration IV Drill Rig, and Ocean Petroleum Engineering shall bear the expenses such as maintenance, management and insurance of the Exploration IV Drill Rig.

Upon the expiry of the leasing terms, if the Lessee proposes to continue to lease the Exploration IV Drill Rig in accordance with the terms and conditions of the Lease Agreement, the Lessor shall agree.

Effective Conditions

The Lease Agreement shall take effect upon signing by the legal representatives or authorized representatives of the Parties thereto (or affixing their personal chops) thereon with the company seal, and the consideration and approval of the Resolution on Fulfillment of Undertakings Related to the "Exploration IV" Drill Rig by lease at the first extraordinary general meeting of the Company in 2019.

Reasons for and Benefits of Entering into the Lease Agreement

The Board considers that the fulfillment of undertakings related to the Exploration IV Drill Rig by lease is based on the principles of solving the non-competition, and is also taking account the current actual situation of the Exploration IV Drill Rig in an objective and comprehensive manner. Having considered the above factors, the Directors consider that the terms of the Lease Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole

As Mr. Liu Zhongyun, Mr. Fan Zhonghai, Mr. Lu Baoping and Mr. Xiao Yi, the connected Directors are interested in the Lease Agreement and the transactions contemplated thereunder, the aforesaid Directors are required to abstain from voting on the aforesaid board resolutions of the Company.

Information of Ocean Petroleum Engineering

Ocean Petroleum Engineering is a company established in the PRC with limited liability, which is principally engaged in offshore oil and gas exploration and development, marine geological survey, marine and geological engineering design, construction services, vessel repair, international lease of exploration equipment and international vessel management business.

Information of Shanghai Offshore Petroleum Bureau

Shanghai Offshore Petroleum Bureau is a company established in the PRC with limited liability, which is principally engaged in offshore oil exploration and development, marine geological survey, engineering geological survey, mineral geological survey and exploration.

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LETTER FROM THE BOARD

Information of the Group

The Company is a joint stock limited company established in the PRC and a leading provider of petroleum and gas engineering and technical services in the PRC. The Group has engineering equipment and technology for, among other things, geophysics, drilling, logging, mud logging, cementing, special downhole operations, oilfield ground surface construction, petroleum and natural gas pipeline construction, and is capable of providing comprehensive engineering and technical services to cover the entire life-cycle of oil and gas fields. The Group has over 50 years of solid operating results, its oil and gas engineering services have been conducted successively in 76 basins across the PRC, and its business is distributed over 14 provinces in China.

Information of China Petrochemical Corporation

China Petrochemical Corporation was established in July 1998, and it is an authorized investment organization with a current registered capital of RMB274.87 billion. Its controlling shareholder is the State. Upon reorganization in 2000, China Petrochemical Corporation transferred its principal petrochemical business to China Petroleum & Chemical Corporation. The principal operations of China Petrochemical Corporation include: exploration, exploitation, storage and transportation (including pipeline transportation), sales and comprehensive utilization of oil and natural gas; oil refining; wholesale and retail of oil products; production, sales, storage, transportation of petrochemical and other chemical products; industrial investment and investment management; exploration and design, construction and installation of petroleum and petrochemical engineering; repairing and maintenance of petroleum and petrochemical equipment; manufacture of mechanical and electrical equipment; technology and information, research and development, application and consultation services of alternative energy products; import and export business.

Hong Kong Listing Rules Implication

Shanghai Offshore Petroleum Bureau is a connected person of the Company under the Hong Kong Listing Rules as it is a subsidiary of China Petrochemical Corporation, the Controlling Shareholder of the Company. As such, under Chapter 14A of the Hong Kong Listing Rules, the Lease contemplated under the Lease Agreement constitutes a one-off connected transaction of the Company.

As the highest applicable percentage ratio in respect of the value of the right-of-use assets under the Lease Agreement exceeds 0.1% but is less than 5%, the Lease contemplated under the agreement is subject to the reporting and announcement requirements but are exempt from independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

According to the relevant provisions of the A Shares of the Company, the fulfillment of undertakings related to the Exploration IV Drill Rig by lease shall be subject to the consideration at the first extraordinary general meeting for 2019 of the Company. The related shareholder China Petrochemical Corporation and its related parties shall abstain from voting in considering such resolution at the first extraordinary general meeting for 2019.

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LETTER FROM THE BOARD

1. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND ITS RELEVANT APPENDICES

As amendments were made to the Company Law of the People's Republic of China, Guidelines on the Bylaws of Listed Companies and relevant laws and regulations, to further improve corporate governance, and taking into account its actual situation, the Company proposes to make amendments to relevant contents of the Articles of Association and its appendices, including the Rules of Procedure for the Shareholders' Meeting and the Rules of Procedure for the Board of Directors. Details of the proposed amendments are set out below:

Proposed amendments to Articles of Association

No.	Original Article	Revised Article
1	Article 31	Article 31
	The Company may, in the following	The Company may, in the following
	circumstances, repurchase its own	circumstances, repurchase its own
	issued and outstanding shares	issued and outstanding shares
	following internal approval in	following internal approval in
	accordance with the procedures	accordance with the procedures
	provided for in these Articles of	provided for in these Articles of
	Association and approval by the	Association and approval by the
	relevant State authorities:	relevant State authorities:
	(1) cancelling shares in order to reduce	(1) cancelling shares in order to reduce
	its capital;	its capital;
	(2) merging with another company	(2) merging with another company
	holding shares in the Company;	holding shares in the Company;
	(3) granting shares to the employees of	(3) using the shares to set up the
	the Company as rewards;	share option scheme for employees
		or as equity incentives;
	(4) at the request of any shareholder
	who objects to any resolution made at	(4) at the request of any shareholder
	the shareholders' meeting on the	who objects to any resolution made at
	merger or division of the Company;	the shareholders' meeting on the
		merger or division of the Company;
	(5) other circumstances permitted by
	the laws and administrative regulations	(5) for the purpose of converting the
	or approved by the relevant State	corporate bonds issued by the listed
	authorities.	company which are convertible into
		the shares of the Company;

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LETTER FROM THE BOARD

No.	Original Article	Revised Article
	Apart from the foregoing, the	(6) for the purpose of maintaining
	Company shall not purchase its own	the corporate value and safeguarding
	shares.	the shareholders' interests of the
		listed company;
	The Company shall deal with any
	repurchase of its issued and	(7)other circumstances permitted by
	outstanding shares in accordance with	the laws and administrative regulations
	Articles 32 to 35.	or approved by the relevant State
		authorities.
		Apart from the foregoing, the
		Company shall not purchase its own
		shares.
		The Company shall deal with any
		repurchase of its issued and
		outstanding shares in accordance with
		Articles 32 to 35.
2	Article 32	Article 32
	After the Company is approved by the	After the Company is approved by the
	relevant State authorities to repurchase	relevant State authorities to repurchase
	its own shares, it may proceed in any	its own shares, it may proceed in any
	of the following manners:	of the following manners:
	(1) offering to buy a same proportion	(1) offering to buy a same proportion
	of shares from all of its shareholders;	of shares from all of its shareholders;
	(2) repurchasing through open	(2) repurchasing through open
	transactions on a securities exchange;	transactions on a securities exchange;
	(3) repurchasing by an agreement	(3) repurchasing by an agreement
	outside a securities exchange;	outside a securities exchange;
	(4) by any other means provided by	(4) by any other means provided by
	laws and administrative regulations and	laws and administrative regulations and
	approved by competent securities	approved by competent securities
	regulatory authorities under the State	regulatory authorities under the State
	Council.	Council.
		For repurchase of the shares of the
		Company as provided in items (3),
		(5) and (6) of Article 31, it shall be
		conducted through open centralized
		trading.

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LETTER FROM THE BOARD

No.	Original Article	Revised Article
3	Article 34	Article 34
	If the Company repurchases shares of	If the Company repurchases shares of
	the Company due to reasons provided	the Company due to reasons provided
	in Articles 31 (1) to (3) of these	in Articles 31 (1) to (2)of these
	Articles of Association, such purchase	Articles of Association, such purchase
	shall be approved by resolutions at the	shall be approved by resolutions at the
	shareholders' meetings.	shareholders' meetings; for repurchase
		of the shares of the Company as
	Where shares of the Company are	provided in items (3), (5) and (6) of
	repurchased in the circumstance	Article 31, it shall be approved by
	described in item (1) of Article 31 of	resolutions of the meeting of the
	these Articles of Association, the	board of directors attended by more
	shares purchased shall be canceled	than two thirds of the directors in
	within 10 days of the date of purchase;	accordance with the authorization of
	where shares of the Company are	the shareholders' meeting.
	repurchased in the circumstances
	described in item (2) or (4) of Article	Where shares of the Company are
	31, the shares purchased shall be	repurchased in the circumstance
	transferred or canceled within six	described in item (1) of Article 31 of
	months.	these Articles of Association, the
		shares purchased shall be canceled
	Shares repurchased in line with Item	within 10 days of the date of purchase;
	(3) of Article 31 shall not exceed 5%	where shares of the Company are
	of the total number of issued shares of	repurchased in the circumstances
	the Company; the capital used for its	described in item (2) or (4) of Article
	repurchase shall come from the after-	31, the shares purchased shall be
	tax profit of the Company; the	transferred or canceled within six
	repurchased shares shall be transferred	months; for the circumstances
	to the staff of the Company within	provided in items (3), (5) and (6) of
	1 year.	Article 31, the total number of
		shares held by the Company shall
	In the event of shares cancellation, the	not exceed 10% of the total issued
	Company shall apply to the original	shares of the Company and shall be
	companies registry authority for	transferred or cancelled within 3
	registration of the change in its	years.
	registered capital.
	The aggregate par value of the	In the event of shares cancellation, the
	cancelled shares shall be deducted	Company shall apply to the original
	from the Company's registered capital.	companies registry authority for
		registration of the change in its
		registered capital.
		The aggregate par value of the
		cancelled shares shall be deducted
		from the Company's registered capital.

- 15 -

LETTER FROM THE BOARD

No.		Original Article		Revised Article
4	Article 61	Article 61
	The shareholders' meeting exercises	The shareholders' meeting exercises
	the following functions and powers:	the following functions and powers:
	(1)	to decide on the business policies	(1)	to decide on the business policies
		and investment plans of the		and investment plans of the
		Company;		Company;
	(2)	to elect and replace directors and	(2)	to elect and replace directors and
		decide on the remuneration of		decide on the remuneration of
		directors;		directors;
	(3)	to elect and replace the	(3)	to elect and replace the
		supervisors not served by		supervisors not served by
		representatives of the employees		representatives of the employees
		of the Company and to decide on		of the Company and to decide on
		the remuneration of supervisors;		the remuneration of supervisors;
	(4)	to examine and approve the report	(4)	to examine and approve the report
		of the board of directors;		of the board of directors;
	(5)	to examine and approve the report	(5)	to examine and approve the report
		of the supervisory board;		of the supervisory board;
	(6)	to examine and approve the	(6)	to examine and approve the
		Company's annual financial		Company's annual financial
		budgets and final account		budgets and final account
		proposals (including the balance		proposals (including the balance
		sheets, profit statements and other		sheets, profit statements and other
		financial statements);		financial statements);
	(7)	to examine and approve the	(7)	to examine and approve the
		Company's plans for profit		Company's plans for profit
		distribution and making up losses;		distribution and making up losses;
	(8)	to pass resolutions on the increase	(8)	to pass resolutions on the increase
		or reduction of the Company's		or reduction of the Company's
		registered capital, the issue of any		registered capital, the issue of any
		kind of shares, warrants and other		kind of shares, warrants and other
		similar securities;		similar securities;
	(9)	to pass resolutions on matters	(9)	to pass resolutions on matters
		such as the merger, division,		such as the merger, division,
		dissolution and liquidation of the		dissolution and liquidation of the
		Company or change of the		Company or change of the
		corporate form of the Company;		corporate form of the Company;

- 16 -

LETTER FROM THE BOARD

No.		Original Article		Revised Article
	(10)	to pass resolutions on the	(10)	to pass resolutions on the
		issuance of corporate bonds by		issuance of corporate bonds by
		the Company;		the Company;
	(11)	to pass resolutions on any	(11)	to pass resolutions or make
		engagement, dismissal or non-		authorization on the Company's
		renewal of engagement of an		repurchase of its shares in
		accounting firm;		accordance with Article 34;
	(12)	to amend these Articles of	(12)	to pass resolutions on any
		Association and its appendices,		engagement, dismissal or non-
		including the Rules of Procedures		renewal of engagement of an
		for the Shareholders' meeting, the		accounting firm;
		Rules of Procedures for the Board
		of Directors and the Rules of	(13)	to amend these Articles of
		Procedures for the Supervisory		Association and its appendices,
		Board;		including the Rules of Procedures
	(13)	to examine proposals raised by		for the Shareholders' meeting, the
		Rules of Procedures for the Board
		the board of directors, the		of Directors and the Rules of
		supervisory board or the		Procedures for the Supervisory
		shareholders holding 3% or more		Board;
		of the total number of voting
		shares of the Company;	(14)	to examine proposals raised by
	(14)	to examine and approve the		the board of directors, the
		supervisory board or the
		guarantee matters prescribed in		shareholders holding 3% or more
		Article 62 of these Articles of		of the total number of voting
		Association;		shares of the Company;
	(15)	to examine matters relating to the	(15)	to examine and approve the
		purchase or disposal of the		guarantee matters prescribed in
		Company's material assets within		Article 62 of these Articles of
		one year, which exceeds 30% of		Association;
		the Company's latest audited total
		assets;	(16)	to examine matters relating to the
	(16)	to examine and approve matters		purchase or disposal of the
		Company's material assets within
		relating to the change of use of		one year, which exceeds 30% of
		the funds raised;		the Company's latest audited total
	(17) to examine share incentive plans;		assets;
		and	(17)	to examine and approve matters
	(18)	to decide on other matters which,		relating to the change of use of
		the funds raised;
		according to the laws,
		administrative regulations,	(18)	to examine share incentive plans;
		regulations of the competent		and
		authorities or these Articles of
		Association and its appendices,	(19)	to decide on other matters which,
		need to be resolved by the		according to the laws,
		shareholders' meeting.		administrative regulations,
				regulations of the competent
				authorities or these Articles of
				Association and its appendices,
				need to be resolved by the
				shareholders' meeting.

- 17 -

LETTER FROM THE BOARD

No.	Original Article	Revised Article
5	Article 128	Article 128
	The shareholders' meeting shall not	The shareholders' meeting may
	dismiss without reason a director from	dismiss a director from his position
	his position prior to the expiry of his	prior to the expiry of his term of
	term of office, but the shareholders'	office. The shareholders' meeting may,
	meeting may, subject to the provisions	subject to the provisions of the
	of the relevant laws and administrative	relevant laws and administrative
	regulations, dismiss a director whose	regulations, dismiss a director whose
	term of office has not yet expired by	term of office has not yet expired by
	an ordinary resolution (without	an ordinary resolution (without
	prejudice to any potential claim which	prejudice to any potential claim which
	may be raised under any contract).	may be raised under any contract).
6	Article 135	Article 135
	The board of directors shall be	The board of directors shall be
	accountable to the shareholder's	accountable to the shareholder's
	shareholders' meeting and shall	shareholders' meeting and shall
	exercise the following functions and	exercise the following functions and
	powers:	powers:
	Other than the board of directors'	Other than the board of directors'
	resolutions in respect of the matters	resolutions in respect of the matters
	specified in sub-paragraphs (6), (7) and	specified in sub-paragraphs (6), (7) and
	(12) of this Article which shall be	(12) of this Article which shall be
	passed by the affirmative votes of	passed by the affirmative votes of
	more than two thirds of all the	more than two thirds of all the
	directors, resolutions in respect of all	directors, resolutions in respect of all
	other matters may be passed by the	other matters may be passed by the
	affirmative votes of over half of the	affirmative votes of over half of the
	directors (matters specified in sub-	directors (matters specified in sub-
	paragraph (15) should be approved by	paragraph (15) should be approved by
	more than two thirds of the directors	more than two thirds of the directors
	attending the meeting).	attending the meeting).

- 18 -

LETTER FROM THE BOARD

No.	Original Article	Revised Article
		The board of directors of the
		Company shall set up special
		committees such as the Audit
		Committee, Strategy Committee, and
		Remuneration Committee. The
		special committees are responsible to
		the board of directors, and shall
		perform their duties in accordance
		with the Articles of Association and
		within the authorization of the board
		of directors, with their proposals
		submitted to the board of directors
		for consideration and approval. The
		special committees shall be composed
		of directors, among which,
		independent directors shall constitute
		the majority of the members of the
		Audit Committee and Remuneration
		Committee and serve as the
		convener, while the convener of the
		Audit Committee shall be an
		accounting professional. The board
		of directors is responsible for
		formulating the work procedures and
		regulating the operation of the
		special committees.
7	Article 138	Article 138
	The board of directors shall determine	The board of directors shall determine
	the extent of authority for external	the extent of authority for external
	investments, purchase or sale of assets,	investments, purchase or sale of assets,
	mortgage of assets, external	mortgage of assets, external
	guarantees, entrusted wealth	guarantees, entrusted wealth
	management and connected	management and connected
	transactions of the Company, and	transactions of the Company, which
	establish strict procedures for	shall be clearly provided in the Rules
	examination and decision-making in	of Procedures for the Meeting of the
	respect of the aforesaid matters. For	Board of Directors, and establish
	major investment projects, it shall	strict procedures for examination and
	organize the relevant experts and	decision-making in respect of the
	professionals to conduct assessment of	aforesaid matters. For major
	such project and submit the same to	investment projects, it shall organize
	the shareholders' meeting for approval.	the relevant experts and professionals
		to conduct assessment of such project
		and submit the same to the
		shareholders' meeting for approval.
8	Article 178	Article 178
	A person holding positions other than	A person holding administrative
	directors in the Company's controlling	positions other than directors or
	shareholder or de facto controller shall	supervisorsin the Company's
	not act as senior management	controlling shareholder or de facto
	personnel of the Company.	controller shall not act as senior
		management personnel of the
		Company.

- 19 -

LETTER FROM THE BOARD

Proposed amendments to the appendices to the Articles of Association

1. Amendments to the Rules of Procedure for the Board of Directors

No.	The original rules	The revised rules
1	Rule 9	Rule 9
	The powers and authority of the board	The powers and authority of the board
	of directors on asset disposals shall	of directors on asset disposals shall
	include the following:	include the following:
	(i) When the Company acquires or	(i) When the Company acquires or
	sells assets, it has to take into account	sells assets, it has to take into account
	of the following 5 testing indices: 1.	of the following 5 testing indices: 1.
	total asset ratio: the total amount of	total asset ratio: the total amount of
	the assets in relation to the transaction	the assets in relation to the transaction
	(if both book value and valuation value	(if both book value and valuation value
	exist, the higher one shall be applied)	exist, the higher one shall be applied)
	divided by the latest audited total asset	divided by the latest audited total asset
	value of the Company; 2. transaction	value of the Company; 2. transaction
	amount ratio: the transaction amount	amount ratio: the transaction amount
	(taking into account of the assumed	(taking into account of the assumed
	liabilities and costs) of the acquired	liabilities and costs) of the acquired
	assets divided by the total amount of	assets divided by the total amount of
	the latest audited net asset value of the	the latest audited net asset value of the
	Company; 3. transaction net profit	Company; 3. transaction net profit
	(loss) ratio: the absolute value of the	(loss) ratio: the absolute value of the
	net profit or loss relating to the assets	net profit or loss relating to the assets
	of the transaction divided by the	of the transaction divided by the
	absolute value of the audited net profit	absolute value of the audited net profit
	or loss of the Company for the	or loss of the Company for the
	preceding financial year; 4. revenue	preceding financial year; 4. revenue
	ratio: the revenue for the preceding	ratio: the revenue for the preceding
	financial year relating to the subject	financial year relating to the subject
	matter of the transaction divided by the	matter of the transaction divided by the
	audited revenue of the Company for	audited revenue of the Company for
	the preceding financial year; 5. object	the preceding financial year; 5. object
	net profit (loss) ratio: the absolute	net profit (loss) ratio: the absolute
	value of the net profit or loss for the	value of the net profit or loss for the
	preceding financial year relating to the	preceding financial year relating to the
	object of the transaction divided by the	object of the transaction divided by the
	absolute value of the audited net profit	absolute value of the audited net profit
	or loss of the Company for the	or loss of the Company for the
	preceding financial year.	preceding financial year.
	The board of directors shall examine	The board of directors shall examine
	and approve projects with a ratio of	and approve projects with a ratio of
	less than 50 per cent according to all	less than 50 per cent according to all
	the above 5 testing indices. The	the above 5 testing indices. The
	chairman of the board of directors is	chairman of the board of directors is
	authorised to examine and approve	authorised to examine and approve
	projects with a ratio of less than 10	projects with a ratio of less than 10
	per cent according to all the above 5	per cent according to all the above 5
	testing indices.	testing indices.

- 20 -

LETTER FROM THE BOARD

No.	The original rules	The revised rules
	(ii) In disposing of fixed assets, where	(ii) In disposing of fixed assets, where
	the aggregate amount of the expected	the aggregate amount of the expected
	value of the fixed assets to be disposed	value of the fixed assets to be disposed
	of and the value of the fixed assets	of and the value of the fixed assets
	having been disposed of in the four	having been disposed of in the four
	months prior to such proposed disposal	months prior to such proposed disposal
	does not exceed 33 per cent of the	does not exceed 33 per cent of the
	value of the fixed assets as shown in	value of the fixed assets as shown in
	the latest balance sheet examined by	the latest balance sheet examined by
	the shareholders' general meeting, the	the shareholders' general meeting, the
	board of directors shall examine and	board of directors shall examine and
	approve such disposal, and the	approve such disposal, and the
	Chairman of the board of directors is	Chairman of the board of directors is
	authorised to examine and approve	authorised to examine and approve
	those fixed asset disposals of less than	those fixed asset disposals of less than
	10 per cent.	10 per cent.
		Notwithstanding the above, matters
		relating to the purchase or disposal
		of the Company's material assets
		within one year, which exceeds 30%
		of the Company's latest audited total
		assets shall be submitted to the
		shareholders' meeting for
		consideration in accordance with the
		provisions of the Articles of
		Association.

- 21 -

LETTER FROM THE BOARD

2. Amendments to the Rules of Procedure for the Shareholders' Meeting

No.	The original rules	The revised rules
1	Rule 6	Rule 6
	The shareholders' meeting exercises	The shareholders' meeting exercises
	the following functions and powers:	the following functions and powers:
	(i)	to decide on the business policies	(i)	to decide on the business policies
		and investment plans of the		and investment plans of the
		Company;		Company;
	(ii)	to elect and replace directors and	(ii)	to elect and replace directors and
		decide on the remuneration of		decide on the remuneration of
		directors;		directors;
	(iii)	to elect and replace the	(iii)	to elect and replace the
		supervisors not served by		supervisors not served by
		representatives of the employees		representatives of the employees
		of the Company and to decide on		of the Company and to decide on
		the remuneration of supervisors;		the remuneration of supervisors;
	(iv)	to examine and approve the report	(iv)	to examine and approve the report
		of the board of directors;		of the board of directors;
	(v)	to examine and approve the report	(v)	to examine and approve the report
		of the supervisory board;		of the supervisory board;
	(vi)	to examine and approve the	(vi)	to examine and approve the
		Company's annual financial		Company's annual financial
		budgets and final account		budgets and final account
		proposals (including the balance		proposals (including the balance
		sheets, profit statements and other		sheets, profit statements and other
		financial statements);		financial statements);
	(vii) to examine and approve the	(vii) to examine and approve the
		Company's plans for profit		Company's plans for profit
		distribution and making up losses;		distribution and making up losses;
	(viii)	to pass resolutions on the increase	(viii)	to pass resolutions on the increase
		or reduction of the Company's		or reduction of the Company's
		registered capital, the issue of any		registered capital, the issue of any
		kind of shares, warrants and other		kind of shares, warrants and other
		similar securities;		similar securities;
	(ix)	to pass resolutions on matters	(ix)	to pass resolutions on matters
		such as the merger, division,		such as the merger, division,
		dissolution and liquidation of the		dissolution and liquidation of the
		Company or change of the		Company or change of the
		corporate form of the Company;		corporate form of the Company;

- 22 -

LETTER FROM THE BOARD

No.	The original rules	The revised rules
	(x)	to pass resolutions on the	(x)	to pass resolutions on the
		issuance of corporate bonds by		issuance of corporate bonds by
		the Company;		the Company;
	(xi)	to pass resolutions on any	(xi)	to pass resolutions or make
		engagement, dismissal or non-		authorization on the Company's
		renewal of engagement of an		repurchase of its shares in
		accounting firm;		accordance with Article 34;
	(xii)	to amend these Articles of	(xii)	to pass resolutions on any
		Association and its appendices,		engagement, dismissal or non-
		including the Rules of Procedures		renewal of engagement of an
		for the Shareholders' meeting, the		accounting firm;
		Rules of Procedures for the Board
		of Directors and the Rules of	(xiii)	to amend these Articles of
		Procedures for the Supervisory		Association and its appendices,
		Board;		including the Rules of Procedures
				for the Shareholders' meeting, the
	(xiii)	to examine proposals raised by		Rules of Procedures for the Board
		the board of directors, the		of Directors and the Rules of
		supervisory board or the		Procedures for the Supervisory
		shareholders holding 3% or more		Board;
		of the total number of voting
		shares of the Company;	(xiv) to examine proposals raised by
				the board of directors, the
	(xiv) to examine and approve the		supervisory board or the
		guarantee matters prescribed in		shareholders holding 3% or more
		Article 61 of these Articles of		of the total number of voting
		Association;		shares of the Company;
	(xv)	to examine matters relating to the	(xv)	to examine and approve the
		purchase or disposal of the		guarantee matters prescribed in
		Company's material assets within		Article 61 of these Articles of
		one year, which exceeds 30% of		Association;
		the Company's latest audited total
		assets;	(xvi)	to examine matters relating to the
				purchase or disposal of the
	(xvi)	to examine and approve matters		Company's material assets within
		relating to the change of use of		one year, which exceeds 30% of
		the funds raised;		the Company's latest audited total
				assets;
	(xvii)	to examine share incentive plans;
		and	(xvii)	to examine and approve matters
				relating to the change of use of
				the funds raised;

- 23 -

LETTER FROM THE BOARD

No.	The original rules	The revised rules
	(xviii) to decide on other matters which,	(xviii) to examine share incentive plans;
	according to the laws,	and
	administrative regulations,
	regulations of the competent	(xix) to decide on other matters which,
	authorities or these Articles of	according to the laws,
	Association and its appendices,	administrative regulations,
	need to be resolved by the	regulations of the competent
	shareholders' meeting.	authorities or these Articles of
		Association and its appendices,
		need to be resolved by the
		shareholders' meeting.

(The English version of the above proposed amendments are an unofficial translation of its Chinese version prepared for reference only. In case of discrepancy between the two versions, the Chinese version shall prevail.)

- 24 -

LETTER FROM THE BOARD

IV. EGM

The Company proposes to convene the EGM at the Meeting Room 6, the Third Floor of Kun Tai Royal Hotel B12 Chaowai Street, Chaoyang District, Beijing, PRC on Wednesday, 6 November 2019 at 9:00 a.m. The EGM notice, proxy form and reply slip will be dispatched along with this circular.

Whether or not you are able to attend the EGM in person, please complete the proxy form of the Company in accordance with the instructions printed thereon and return it to the office address of the Company or to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time for holding the EGM (i.e. 9:00 a.m. on 5 November 2019, Hong Kong time). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) as you wish.

China Petrochemical Corporation and its related parties (holding a total of approximately 70.18% equity interest in the Company's issued share capital as at the Latest Practicable Date) will abstain from voting on (i) the ordinary resolution in relation to the provision of counter-guarantee for China Petrochemical Corporation, and (ii) the ordinary resolution in relation to the fulfillment of undertakings related to the Exploration IV Drill Rig by lease at the EGM.

Votes on the resolutions to be proposed at the EGM shall be taken by way of poll. The Company is required to notify Shareholders of any material changes to information contained in this circular as soon as possible subsequent to its despatch and prior to the EGM.

1. RECOMMENDATION

The Directors (including the Independent Non-executive Directors) are of the view that all resolutions to be proposed at the EGM are in the interests of the Company and its shareholders as a whole. Accordingly, the Directors advise the Shareholders to vote in favor of all resolutions proposed at the EGM.

- 25 -

NOTICE OF EGM

Sinopec Oilfield Service Corporation

(a joint stock limited company established in the People's Republic of China)

(Stock code: 1033)

Notice of the First Extraordinary General Meeting for 2019

Notice Is Hereby Given that the first extraordinary general meeting for 2019 (the "EGM") of Sinopec Oilfield Service Corporation (中石化石油工程技術服務股份有限公司) (the "Company") will be held at Meeting Room 6, the Third Floor of Kun Tai Royal Hotel B12 Chaowai Street, Chaoyang District, Beijing, the People's Republic of China on Wednesday, 6 November 2019 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary Resolutions:

1. "THAT the resolution in relation to the provision of counter-guarantee to China Petrochemical Corporation be and is hereby approved"
2. "THAT the resolution in relation to the fulfillment of undertakings related to the Exploration IV Drill Rig by lease be and is hereby approved"

Special Resolution:

3. "THAT the resolution in relation to the amendments to Articles of Association and its relevant appendices be and is hereby approved".

Details of the above-mentioned resolutions have been included in the circular of the EGM to be dispatched to the holders of H shares of the Company.

By the order of the Board

Li Honghai

Company Secretary

Beijing, 19 September 2019

- 26 -

NOTICE OF EGM

Notes:

1. According to the articles of association of the Company, a holder of H share whose name is in the register of members of the Company as at the close of business on Tuesday, 8 October 2019 shall be entitled to attend and vote at the EGM. The register of holders of H shares of the Company will be closed from Monday, 7 October 2019 to Wednesday, 6 November 2019, both days inclusive, for the purpose of determining a shareholders' list for the EGM. In order to qualify for attending the EGM, holders of H shares whose transfers have not been registered must deliver their transfer documents together with the relevant share certificates to the Company's H share registrars in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 4 October 2019.
2. Those shareholders entitled to attend the EGM shall return the reply slip to the registered address of the Company on or before Thursday, 17 October 2019, although the reply slip will not affect the shareholders' entitlement to attend and vote at the EGM as shown in Note 1.
3. Shareholders attending the EGM shall present their own identity cards as well as their shareholding account cards (if applicable).
4. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. In the event the appointor is a body corporate, such shareholder shall be represented in the EGM by the legal representative or such person authorized by the resolution of the board of directors or decision-making body of such appointor.
5. A shareholder or his proxy may exercise the right to vote by poll.
6. Pursuant to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the ordinary resolutions No. 1-2 of the EGM are subject to the Independent Shareholders' approval. China Petrochemical Corporation and its related parties will abstain from voting on the resolutions No. 1-2 at the EGM.
7. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorized. In the event the appointor is a body corporate, the instrument appointing a proxy shall either be under seal or signed by the director or his/her attorney duly authorized. If the instrument appointing a proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, such power of attorney or other authority must be notarized. To be valid, the notarially certified power of attorney or other authority and form of proxy must be returned to the Company's office address or to the Company's H share registrars in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no less than 24 hours before the designated time for holding the EGM.
8. The form of proxy/original certified power of attorney or other authority shall be completed and returned to the office address of the Company not less than 24 hours before the time for holding the EGM (i.e. 9:00 a.m. on 5 November 2019, Hong Kong time), in order to be valid. Completion and return of the forms of proxy will not preclude H Shareholders from attending and voting in person at the EGM or any adjournment thereof (as the case may be) as they wish.
9. Shareholders or their proxies attending the EGM when voting on any resolution, shall clearly signify whether he or she is voting for or against such resolution. The shares "withheld" or "abstained" from voting will not be counted in the calculation of the required majority.
10. The EGM is expected to last for a half day. Shareholders and proxies attending the EGM shall be responsible for their own traveling, food and accommodation expenses.
11. Office Address of the Company: 9 Jishikou Road, Chaoyang District, Beijing, the PRC.

Postal Code: 100728

Telephone: [phone]

Facsimile: 86-10-5996 5997

As at the date of this notice, the Board of Directors comprises Mr. Liu Zhongyun+, Mr. Chen Xikun#, Mr. Yuan Jianqiang#, Mr. Lu Baoping+, Mr. Fan Zhonghai+, Mr. Wei Ran+, Mr. Xiao Yi+, Ms. Jiang Bo*, Mr. Pan Ying*, Mr. Chen Weidong* and Mr. Dong Xiucheng*.

• Non-ExecutiveDirector
  # Executive Director
  * Independent Non-Executive Director

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