193c0335-d754-457f-add0-5da88d557004.pdf

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


(Stock Code: 00135.HK)

NOTICE OF SPECIAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the Special General Meeting of Kunlun Energy Company Limited (the "Company") will be convened at President's Suite, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 18 February 2016 (Thursday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions of the Company:-


Unless otherwise indicated, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 23 January 2016 relating to, amongst other things, the Acquisition Agreement and the Revised Caps Subject to Approval (the "Circular").


  1. "THAT:


    1. the entering into of the Acquisition Agreement and the transactions contemplated thereunder, details of which are more particularly described in the Circular, be and is hereby approved, ratified and confirmed; and


    2. the Board be and is hereby authorised to implement the transactions under the Acquisition Agreement."


    3. "THAT:


      1. the continuing connected transactions under categories (a), (d) and (e) as set out in the "Letter from the Board" in the Circular be and are hereby approved;


      2. the Revised Caps Subject to Approval for the continuing connected transactions under categories (a), (d) and (e) for the for the two years ending 31 December 2017 as set out in section VII (3) of the "Letter from the Board" in the Circular be and are hereby approved; and


      3. 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 and implement the continuing connected transactions under categories (a), (d) and (e) and the Revised Caps Subject to Approval for the continuing connected transactions under categories (a), (d) and (e) for the two years ending 31 December 2017."


        4. By Order of the Board

        Lau Hak Woon

        Company Secretary


        Hong Kong, 23 January 2016

        Notes:


        1. The register of members of the Company will be closed for registration of transfer of shares from Tuesday, 16 February 2016 to Wednesday, 17 February 2016, both days inclusive. In order to qualify for attending and voting at the SGM, all transfer documents should be lodged for registration with Tricor Secretaries Limited, the Company's branch share registrar and transfer office in Hong Kong, at Level 22 Hopewell Centre 183 Queen's Road East Hong Kong before 4:00 p.m. on Monday, 15 February 2016.


        2. 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.


        3. 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 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.


        4. CNPC, PetroChina and its associates and Mr. Zhang Bowen will abstain from voting in respect of Resolutions Nos. 1 and 2.


        5. Unless otherwise defined, terms use in this notice shall have the same meanings as those defined in the Circular.


        As at the date of this notice, the board of directors of the Company comprises Mr. Wu Enlai as Chairman and Executive Director, Mr. Zhao Yongqi as Chief Executive Officer and Executive Director, Mr. Zhang Bowen as President and Executive Director, Mr. Cheng Cheng as Senior Vice President and Executive Director and Dr. Lau Wah Sum, Mr. Li Kwok Sing Aubrey and Dr. Liu Xiao Feng as Independent Non-Executive Directors.

      Kunlun Energy Co. Ltd. issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 15:20:06 UTC

      Original Document: http://www.kunlun.com.hk/attachment/2016012223020100002417799_en.pdf