PDF《珠江石油天然气钢管控股有限公司》

1 C Hong Kong the Hong Kong Special Administrative Region of the PRC Issue Mandate a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with unissued Shares with an aggregate number of Shares not exceeding 20% of the number of issued Shares as at the date of passing the relevant resolution at the AGM Latest Practicable Date

11 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange, for the time being in force PRC the People'

s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Repurchase Mandate a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares on the Stock Exchange with an aggregate number of Shares not exceeding 10% of the number of issued Shares as at the date of passing the relevant resolution at the AGM SFO the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong, for the time being in force Share(s) ordinary share(s) with a nominal value of HK$0.10 each in the share capital of the Company Shareholder(s) holder(s) of the Shares Stock Exchange The Stock Exchange of Hong Kong Limited substantial shareholder(s) has the meaning as defined in the Listing Rules Takeovers Code the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, for the time being in force % per cent DEFINITIONS C

2 C 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) Executive Directors: Mr. CHEN Chang (Chairman) Ms. CHEN Zhao Nian Ms. CHEN Zhao Hua Independent non-executive Directors: Mr. CHEN Ping Mr. SEE Tak Wah Mr. TIAN Xiao Ren Registered office: Cricket Square Hutchins Drive P.O. Box

2681 Grand Cayman KY1-1111 Cayman Islands Head office and principal place of business in the PRC: Qinghe Road Shiji Town

511450 Panyu District Guangzhou City Guangdong Province The PRC Principal place of business in Hong Kong: Suite Nos. 1,

2 and

19 15th Floor, Tower

3 China Hong Kong City

33 Canton Road Tsim Sha Tsui Kowloon Hong Kong

18 April

2016 Dear Shareholders, PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to give you notice of the AGM and to provide you with details of the resolutions to be proposed at the AGM including (i) the Issue Mandate;

(ii) the Repurchase Mandate;

(iii) the Extension Mandate;

and (iv) the proposed re-election of the retiring Directors. LETTER FROM THE BOARD C

3 C ISSUE MANDATE At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with unissued Shares with an aggregate number of Shares not exceeding 20% of the aggregate number of issued Shares as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 1,011,142,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 202,228,400 Shares. REPURCHASE MANDATE At the AGM, an ordinary resolution will also be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, the Shares with an aggregate number of Shares not exceeding 10% of the aggregate number of issued Shares as at the date of passing of the relevant resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 101,114,200 Shares. An explanatory statement containing information regarding the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular. EXTENSION MANDATE In addition, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by an additional amount representing the aggregate number of Shares repurchased under the Repurchase Mandate. The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM;