PDF《珠江石油天然气钢管控股有限公司》

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. CHU KONG PETROLEUM AND NATURAL GAS STEEL PIPE HOLDINGS LIMITED 珠江石油天然气钢管控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1938) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited to be held at 7th Floor, W Hong Kong Hotel,

1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Monday,

6 June

2016 at 10:30 a.m. is set out on pages

15 to

19 of this circular. Whether or not you are able to attend the annual general meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company'

s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre,

183 Queen'

s Road East, Hong Kong as soon as possible and in any event not later than

48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

18 April

2016 Page Definitions

1 Letter from the Board

3 Appendix I C Explanatory Statement

7 Appendix II C Particulars of Directors for re-election

10 Notice of Annual General Meeting

15 CONTENTS In this circular, unless the context otherwise requires, the following expressions have the following meanings:

2015 Annual Report the annual report of the Company for the financial year ended

31 December

2015 despatched to the Shareholders together with this circular AGM the annual general meeting of the Company to be held at 7th Floor, W Hong Kong Hotel,

1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Monday,

6 June

2016 at 10:30 a.m., the notice of which is set out on pages

15 to

19 of this circular, or any adjournment thereof Articles the articles of association of the Company as amended from time to time Board the board of Directors close associate(s) has the meaning as defined in the Listing Rules Companies Law the Companies Law, Chapter

22 (Law

3 of 1961, as consolidated and revised) of the Cayman Islands Company Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited (珠江石油天然气钢管控股有限公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed and traded on the Stock Exchange core connected person(s) has the meaning as defined in the Listing Rules Director(s) the director(s) of the Company Extension Mandate a general and unconditional mandate proposed to be granted to the Directors to the effect that the aggregate number of Shares which may be allotted and issued under the Issue Mandate may be extended by an additional amount representing the aggregate number of Shares repurchased under the Repurchase Mandate Group the Company and its subsidiaries HK$ and HK cents Hong Kong dollars and Hong Kong cents respectively, the lawful currency of Hong Kong DEFINITIONS C