PDF《SHARES BY NOBLE PIONEER LIMITED;》

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

If you have sold or transferred all your shares in Pearl Oriental Oil Limited (the Company ), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. (Incorporated in Bermuda with limited liability) (Stock Code: 632) (1) PROPOSED SUBSCRIPTION OF NEW SHARES BY XIN HUA PETROLEUM (HONG KONG) LIMITED;

(2) CONNECTED TRANSACTION C PROPOSED SUBSCRIPTION OF NEW SHARES BY NOBLE PIONEER LIMITED;

(3) PROPOSED CAPITAL REORGANISATION;

(4) PROPOSED CHANGE IN BOARD LOT SIZE;

AND (5) NOTICE OF SPECIAL GENERAL MEETING Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Unless the context otherwise requires, capitalised terms used on this cover page shall have the same meanings as defined in this circular. A letter from the Board is set out on pages

12 to

48 of this circular and a letter from the Independent Board Committee is set out on pages

49 to

50 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages

51 to

70 of this circular. A notice convening the SGM to be held at Suites 1905-07, 19th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong on Wednesday,

12 June

2019 at 11:00 a.m. is set out on pages SGM-1 to SGM-4 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.pearloriental.com). Whether or not you are able to attend the SGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company'

s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre,

183 Queen'

s Road East, Hong Kong as soon as possible but in any event not less than

48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish and in such event, the form of proxy shall be deemed to be revoked.

21 May

2019 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION * For identification purpose only Page DEFINITIONS

1 EXPECTED TIMETABLE

10 LETTER FROM THE BOARD

12 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

49 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER