China BlueChemical : PROPOSED APPOINTMENT OF DIRECTOR&nb...

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other independent professional adviser.

If you have sold or transferred all your shares in China BlueChemical Ltd., you should at once hand this circular, together with the enclosed form of proxy and reply slip, to the purchaser(s) or transferee(s) or to the bank, stockbroker 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.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3983)

PROPOSED APPOINTMENT OF DIRECTOR AND SUPERVISOR PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATIONS AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at the Meeting Room, 3rd Floor, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, PRC on Tuesday, 24 October 2017 at 10 : 00 a.m. is set out on pages 12 to 14 of this circular.

A reply slip and a form of proxy for use at the EGM (or any adjournment thereof) are enclosed and are also published on the website of the Stock Exchange (www.hkexnews.hk). Shareholders who intend to attend the EGM shall complete and return the reply slip in accordance with the instructions printed thereon before Wednesday, 4 October 2017. Whether or not you are able to attend the EGM, you are strongly advised to complete and sign the enclosed form of proxy, in accordance with the instructions printed thereon, and to lodge them with the Company's Secretary Office of the Board in China (for holders of domestic shares or unlisted foreign shares) at Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC or the Company's H share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H shares), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

* For identification purpose only

8 September 2017

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD . ....... ....... ........ ....... ........ ....... ....... 3

APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES

OF ASSOCIATION ..... ........ ....... ........ ....... ....... 8

NOTICE OF THE EXTRAORDINARY GENERAL MEETING 12

In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:

''Articles of

Associations''

the articles of association of the Company, as amended from time to time

Corporation*), a state-owned company established in China which is also the controlling shareholder (as defined in the Listing Rules) of the Company

''Company'' 中海石油化學股份有限公司 (China BlueChemical Ltd.*), (stock code: 3983), a company established in the PRC and a subsidiary of CNOOC, the H Shares of which have been listed on the main board of the Stock Exchange of Hong Kong Limited

''Director(s)'' director(s) of the Company

''EGM'' the extraordinary general meeting of the Company to be held at 10 : 00 a.m. on Tuesday, 24 October 2017 at the Meeting Room, 3rd Floor, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC, and adjournment thereof

''Group'' the Company and its subsidiaries from time to time

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Listing Rules'' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

''PRC'' or ''China'' the People's Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region and Taiwan

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Share(s)'' share(s) of the Company

''Shareholder(s)'' shareholder(s) of the Company

''Supervisor(s)'' supervisor(s) of the Company

''Supervisory Committee''

the supervisory committee of the Company

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

* For identification purpose only