Brightoil Petroleum : Announcements and Notices - Notice of Special General Meeting

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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.

BRIGHTOIL PETROLEUM (HOLDINGS) LIMITED

光滙石油 ( 控股 ) 有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 933) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting ("SGM") of Brightoil Petroleum (Holdings) Limited (the "Company") will be held at 33/F, 118 Connaught Road West, Sheung Wan, Hong Kong at 11:00 a.m. on Monday, 4 July 2016 for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company: ORDINARY RESOLUTIONS

1. "THAT

2. the oil purchase agreement dated 12 May 2016 and the amendment agreement dated 27 May 2016 (collectively, the "2016 Oil Purchase Agreement")

   entered into between the Company (together with its subsidiaries, collectively the "Group") and 深圳光滙石油集團股份有限公司 (Shenzhen Brightoil Group Co., Ltd.*) ("Shenzhen Brightoil", together with its subsidiaries, collectively the "Shenzhen Brightoil Group") in relation to the purchase and delivery of

   fuel oil, diesel oil, crude oil and gas oil as well as petrochemical and the related petroleum products from the Shenzhen Brightoil Group by the Group (a copy of which has been produced to the meeting marked "A" and signed by the chairman of this meeting for the purpose of identification) be and is hereby confirmed, approved and ratified;

3. the maximum aggregate amount payable by the Group to the Shenzhen Brightoil Group under the 2016 Oil Purchase Agreement for each of the three years ending 30 June 2017, 30 June 2018 and 30 June 2019 as set out below be and is hereby approved;

   For the year ending 30 June 2017 2018 2019

   Fee payable by the Group under the 2016 Oil

   Purchase Agreement

   US$3,840 million (equivalent to approximately HK$29,763.84

   million)

   US$5,200 million (equivalent to approximately HK$40,305.2

   million)

   US$7,760 million equivalent to approximately HK$60,147.8

   million)

4. any one director of the Company be and is hereby authorised to do all such things and acts and sign all such documents for and on behalf of the Company as he may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the 2016 Oil Purchase Agreement, the transactions contemplated thereunder and the maximum aggregate amount payable by the Group as set out in paragraphs 1(a) and (b) above."

5. "THAT

PricewaterhouseCoopers, Certified Public Accountants be and is hereby appointed as the external auditor of the Company to fill the vacancy following the resignation of Deloitte Touche Tohmatsu, Certified Public Accountants, and to hold office until the conclusion of the next annual general meeting of the Company and that the board of directors of the Company be and is hereby authorised to fix the remuneration of the external auditor of the Company."

By order of the Board of

Brightoil Petroleum (Holdings) Limited Sit Kwong Lam

Chairman

Hong Kong, 15 June 2016

Notes:

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies, if holding two or more shares, to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the instrument appointing a proxy and the 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 lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

3. In this notice, unless otherwise specified, amounts denominated in US$ have been translated, for the purpose of illustration only, into HK$ at the exchange rate of US$1 to HK$7.751. No representation is made that any amounts in US$ or HK$ can be or could have been at the relevant dates converted at the rates disclosed in this notice or any other rates or at all.

As at the date hereof, the Board comprises (i) four Executive Directors, namely Dr. Sit Kwong Lam, Mr. Tang Bo, Mr. Tan Yih Lin and Mr. Wang Wei; (ii) one Non-executive Director, namely Mr. Dai Zhujiang; and (iii) three Independent Non-executive Directors, namely Mr. Kwong Chan Lam, Mr. Lau Hon Chuen and Professor Chang Hsin Kang.

* for identification purpose only