CHK Oil : GENERAL MANDATES TO ISSUE AND BUY BACK SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF AGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CHK Oil Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed 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.

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 632)

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF AGM

A notice convening the AGM of CHK Oil Limited to be held at Units 2617-18, 26/F, Mira Place Tower A, No. 132 Nathan Road, Kowloon, Hong Kong, on Friday, 25 June 2021 at 10:00 a.m. is set out in this circular. A form of proxy for use at the AGM is enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.chkoilltd.com).

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish.

16 April 2021

* For identification purposes only

		CONTENTS
			Pages
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Details of Directors Proposed to be Re-elected at the AGM . . . . . . . .	11
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect the attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees celsius will be denied entry into the AGM venue or will be required to leave the AGM venue.
2. All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to the best of their knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement will be denied entry into the AGM venue or will be required to leave the AGM venue.
3. Every attendee is required to wear surgical face mask inside the AGM venue at all times, and to maintain a safe distance between seats.
4. Seating at the AGM venue will be arranged so as to allow appropriate social distancing. As a result, there will be limited capacity for the Shareholders and participants to attend the AGM. The Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.
5. No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

The Company hereby reminds the Shareholders not to attend the AGM if they have contracted or are suspected to have contracted COVID-19 or are subject to quarantine or self-quarantine in relation to COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

In the interest of all stakeholders' health and safety and consistent with the recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

- 1 -

	DEFINITIONS
"AGM"	the Annual General Meeting of the Company to be convened on
	Friday, 25 June 2021, at 10:00 a.m. at Units 2617-18, 26/F, Mira
	Place Tower A, No. 132 Nathan Road, Kowloon, Hong Kong.
"Board"	board of Directors of the Company
"Bye-laws"	the Bye-laws adopted by the Company, and as amended from time
	to time by special resolution of the Shareholders of the Company
"Chairlady"	chairlady of the Board
"close associates"	has the meaning as ascribed to it under the Listing Rules
"Company"	CHK Oil Limited, a company incorporated in Bermuda with limited
	liability whose shares are listed on the main board of the Stock
	Exchange
"core connected person"	has the meaning as ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Extension Mandate"	a general and unconditional mandate to the Directors to the effect
	that the total number of shares of the Company bought back under
	the Share Buy-back Mandate will be added to the total number of
	shares of the Company which may be allotted and issued under the
	Share Issue Mandate
"Group"	the Company and its subsidiaries
"HK Dollar(s)" or "HK$"	the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"INED(s)"	independent non-executive director(s) of the Company
"Latest Practicable Date"	9 April 2021, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	contained herein
"Listing Committee"	the Listing Committee of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"	the People's Republic of China

- 2 -

	DEFINITIONS
"SFC"	the Securities and Futures Commission
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share Buy-back Mandate"	the proposed share buy-back mandate be granted to the Directors
	to exercise the power of the Company to buy back Shares up to a
	maximum of 10% of the issued share capital of the Company as at
	the date of passing the resolution for approving the share buy-back
	mandate
"Share Issue Mandate"	the proposed issue mandate to be granted to the Directors to allot,
	issue and deal with Shares not exceeding 20% of the issued share
	capital of the Company as at the date of passing the resolution for
	approving the share issue mandate
"Share(s)"	existing ordinary share(s) of HK$0.20 in the share capital of the
	Company
"Shareholder(s)"	shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 3 -

LETTER FROM THE BOARD

*

(Incorporated in Bermuda with limited liability)
	(Stock Code: 632)
Executive Directors:	Registered office:
Liu Gui Feng	Clarendon House
Yu Jiyuan	2 Church Street
Lin Qing Yu	Hamilton HM11
Chen Junyan	Bermuda
Li Songtao
	Head office and principal place of
Non-executive Director:	business in Hong Kong:
Yu Zhibo	Units 2617-18, 26/F, Mira Place
	Tower A, No. 132 Nathan Road,
Independent Non-executive Directors:	Kowloon, Hong Kong
Zhong Bifeng
Yang Yuyan	16 April 2021
Pang Jun

To the Shareholders

Dear Sirs,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF AGM

1 INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (a) the Share Issue Mandate; (b) the Share Buy-back Mandate; (c) the Extension Mandate; and (d) the re-elections of Directors. This circular contains the explanatory statement and gives all the information reasonably necessary to enable the Shareholders to make informed decisions on whether to vote for or against the resolutions to be proposed at the AGM.

A notice convening the AGM is set out on pages 16 to 19 to this circular.

* For identification purposes only

- 4 -

LETTER FROM THE BOARD

2. SHARE ISSUE MANDATE

An ordinary resolution will be proposed at the AGM to grant the Directors a general and unconditional mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate number of the issued share capital of the Company at the date of the passing of such resolution (i.e. 168,375,896 Shares assuming that no Shares will be issued or bought back by the Company prior to the date of the AGM). The Share Issue Mandate, if granted, will remain effective until the earliest of (i) the conclusion of the next AGM of the Company; (ii) the expiration of the period within which the next AGM of the Company is required to be held under the Bye-laws or any applicable laws of the Bermuda or the Listing Rules; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

3. SHARE BUY-BACK MANDATE

An ordinary resolution will be proposed at the AGM to grant the Directors a general and unconditional mandate to buy back Shares subject to the maximum number of Shares of up to 10% of the aggregate number of the issued share capital of the Company at the date of passing of such resolution (i.e. 84,187,948 Shares assuming that no Shares will be issued or bought back by the Company prior to the date of the AGM). The Share Buy-back Mandate, if granted, will remain effective until the earliest of (i) the conclusion of the next AGM of the Company; (ii) the expiration of the period within which the next AGM of the Company is required to be held under the Bye-laws or any applicable laws of the Bermuda or the Listing Rules; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

4. EXTENSION MANDATE

Subject to and conditional on the passing of the resolutions to grant the Share Issue Mandate and the Share Buy-back Mandate, an ordinary resolution will be proposed at the AGM to extend the Share Issue Mandate by the addition to the aggregate number of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandates of an amount representing the aggregate number of the share capital of the Company bought back by the Company pursuant to the Share Buy-back Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued share capital of the Company in issue on the date of passing the resolution for approving the Share Issue Mandate.

An explanatory statement containing all relevant information relating to the proposed Share Buy-back Mandate is set out in Appendix I to this circular. The information in the explanatory statement is provided to you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution in relation to the Share Buy-back Mandate.

- 5 -

LETTER FROM THE BOARD

5. RE-ELECTION OF DIRECTORS

As at the date of this circular, the executive Directors are Ms. Liu Gui Feng, Mr. Yu Jiyuan, Mr. Lin Qing Yu, Ms. Chen Junyan and Mr. Li Songtao; the non-executive Director is Mr. Yu Zhibo and the INED are Mr. Pang Jun, Ms. Yang Yuyan and Ms. Zhong Bifeng.

In accordance with Clause 86(2) of the Company's Bye-Laws, each of Mr. Yu Zhibo, Ms. Yang Yuyan, and Mr. Pang Jun so appointed by the Board to fill a causal vacancy on the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that general meeting.

Pursuant to Bye-law 87, at each AGM one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that Directors appointed pursuant to Bye-law 86(2) shall not, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year.

Accordingly, Mr. Lin Qing Yu and Mr. Li Songtao and will retire at the AGM, who being eligible, offer themselves for re-election at the forthcoming AGM.

The biographical details of all the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

6. THE AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held at Units 2617-18, 26/F, Mira Place Tower A, No. 132 Nathan Road, Kowloon, Hong Kong on Friday, 25 June 2021, at 10:00 a.m. is set out on pages 16 to 19 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chkoilltd.com). Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (or any adjournment thereof) to the office of the Company's share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

7. VOTING AT THE AGM

Under the Listing Rules, all votes at the AGM are required to be taken by poll. Accordingly, the chairman of the AGM will demand a poll regarding the voting for all the resolutions set out in the notice of AGM. The results of the poll will be published on the website of the Company and the designated issuer website of the Stock Exchange after market close on the day of the AGM.

- 6 -

LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors believe that the Share Issue Mandate, Share Buy-back Mandate, Extension Mandate and the re-election of Directors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions at the AGM.

Yours faithfully,

For and on behalf of the Board

CHK Oil Limited

Liu Gui Feng

Chairlady and Executive Director

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

1. LISTING RULES RELATING TO THE BUY-BACKS OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their fully-paid shares on the Stock Exchange subject to certain restrictions, the important of which are summarized below:

1. Shareholders' approval

All proposed purchase of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by its shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought back must be fully paid up.

1. Share capital

Under the Share Buy-back Mandate, the number of Shares that the Company may buy back shall not exceed 10% of the aggregate number of its issued share capital at the date of the passing of the proposed resolution granting the Share Buy-back Mandate.

As at the Latest Practicable Date, the Company has 841,879,482 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Share Buy-back Mandate and on the basis that no Shares are issued or bought back by the Company prior to the AGM, the exercise of the Share Buy-back Mandate in full would result in up to 84,187,948 Shares being bought back by the Company during the period from the date of passing of the relevant resolution to the next AGM of the Company or the date upon which the Share Buy-back Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

1. Reason for the buy-back

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to buy back securities of the Company on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders as a whole.

1. Funding of buy-back

The Directors propose that buy-backs of Shares under the Share Buy-back Mandate in these circumstances would be financed from the Company's internal resources or existing banking facilities which will be funds legally available for such purposes in accordance with the Bye-laws and the laws of Bermuda. Under Bermuda law, buy-backs may only be effected out of the capital paid up on the purchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account before the Shares are bought back.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

As compared with the financial position of the Company as at 31 December 2020 (being date of its latest audited accounts), the Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company if the Share Buy-back Mandate is to be exercised in full during the proposed buy-back period. However, the Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

1. Undertaking

None of the Directors nor, to the best knowledge of the Directors having made all reasonable enquiries, any of their close associates have any present intention to sell Shares to the Company if the Share Buy-back Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Share Buy-back Mandate is approved by the Shareholders.

1. Undertaking by Directors

The Directors have undertaken to the Stock Exchange that they will exercise the Share Buy- back Mandate in accordance with the Listing Rules and the applicable laws of the Bermuda.

1. Takeovers Code

If as a result of a buy-back of Shares a Shareholder's proportionate interest in the voting rights of the buying-back company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"). As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase made under the Share Buy-back Mandate.

2. BUY-BACKS OF SHARES BY THE COMPANY

No buy-backs of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

3. SHARE PRICES

During each of the previous twelve months, the highest and lowest prices at which the Shares have been traded on the Stock Exchange were as follows:

	Per Share
Month	Highest	Lowest
	(HK$)	(HK$)
2020
April	0.566	0.497
May	0.447	0.298
June	0.387	0.318
July	0.387	0.268
August	0.293	0.258
September	0.273	0.159
October	0.204	0.157
November	0.250	0.178
December	0.450	0.208
2021
January	0.285	0.245
February	0.320	0.246
March	0.380	0.280
April (up to the Latest Practicable Date)	0.345	0.300

- 10 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Stated below are the information of directors who will be proposed for re-election at the AGM:

EXECUTIVE DIRECTOR

Mr. Lin Qing Yu ("Mr. Lin"), aged 46, was appointed as an executive Director on 3 October 2018. He served as the General Manager of Jilin Xinda Petroleum and Chemical Co., Ltd.* (吉林新大石油化工有

限公司) from 2008 to 2011, and has been the Chairman and legal representative of Jilin Shengde Industrial Group Co., Ltd.* (吉林聖德實業集團有限公司) since December 2011. He graduated from Economics and Management professional studies* (大專班經濟管理事業) in the Open College of the Central Communist Party School* (中共中央黨校函授學院) in 1996.

Mr. Lin has entered into a service agreement with the Company with no fixed term of services. Mr. Lin is entitled to remuneration of HK$240,000 per annum which was determined by reference to his qualification, experience and expected duties and responsibilities to the Company. He may be entitled to benefits such as share options and year-end-bonus at the discretion of the Board.

Saved as disclosed above, as at the Latest Practicable Date,

1. Mr. Lin does not have any relationships with other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Group;
2. Mr. Lin did not hold other directorship in any public listed companies in the last three years;
3. Mr. Lin does not have any other interests in the shares of the Company within the meaning of Part XV of the SFO; and
4. There is no information required to be disclosed in relation to Mr. Lin pursuant to any of the requirements under the provisions of Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

- 11 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Mr. Li Songtao ("Mr. Li"), aged 50, was appointed as an independent non-executive Director on 24 September 2019 and was re-designated as an executive Director on 21 September 2020. Mr. Li has served

as financial controller of Daqing Jinsanyuan Co.,Ltd* (大慶金三元有限公司) since September 2012. He has also worked in Daqing Branch of Heilongjiang Anlian Accounting Firm Co., Ltd* (黑龍江安聯會計師事務 所有限公司大慶分公司) since December 2007, and is currently taking the position of vice director of the

Branch. He was working for the accounting department in Heilongjiang Dairy Machinery Factory* (黑龍江 省乳品機械總廠 ) for the period from August 1991 to June 2004. Mr. Li currently holds the qualification of

certified public accountant in the PRC and he also has been a Registered Tax Agent since 2010 in the PRC.

Mr. Li has entered into a service contract with the Company for his appointment as an executive Director for a term commencing from 21 September 2020 and expiring on the third anniversary of the date of the service contract and his appointment is subject to the applicable rules and provisions and the Bye-laws of the Company regarding retirement and re-election at annual general meetings of the Company. Pursuant to such service contract, Mr. Li shall be entitled to receive remuneration of HK$240,000 per annum and he shall be entitled to receive a discretionary bonus at each financial year end. Mr. Li's emoluments are recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, the prevailing market conditions and the Company's remuneration policy. The remuneration of Mr. Li is subject to review by the Board from time to time pursuant to the power conferred on it at the AGM of the Company.

Saved as disclosed above, as at the Latest Practicable Date,

1. Mr. Li does not have any relationships with other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Group;
2. Mr. Li did not hold other directorship in any public listed companies in the last three years;
3. Mr. Li does not have any other interests in the shares of the Company within the meaning of Part XV of the SFO; and
4. There is no information required to be disclosed in relation to Mr. Li pursuant to any of the requirements under the provisions of Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

NON- EXECUTIVE DIRECTOR

Mr. Yu Zhibo ("Mr. Yu"), aged 58, was appointed as an executive Director on 29 June 2020 and was re-designated as a non-executive Director on 21 September 2020. Mr. Yu is the father of Mr. Yu Jiyuan, an executive Director. Mr. Yu is a director and shareholder of Xin Hua Petroleum (Hong Kong) Limited, a

substantial shareholder of the Company. Mr. Yu finished his legal professional studies (法律專科) in July 1989 and law studies (法律本科) in January 1998 at 黑龍江省政法管理幹部學院 (Heilongjiang Administrative Cadre Institute of Politics and Law*). Mr. Yu obtained his master in Executive MBA (高級管理人員工商管

理碩士) at Tsinghua University (清華大學) in January 2019. Mr. Yu has more than 10 years of experience

in the petrochemical industry. From January 2007 to January 2009, Mr. Yu was the chairman and the general manager of 大慶錦聯石油化工有限公司 (Daqing Jinlian Petrochemical Co., Ltd*). From October 2009 to March 2019, Mr. Yu was the director of Daqing Lianyi Petrochemical Co., Ltd* (大慶聯誼石化股份有限公 司) ("Daqing Lianyi") and from August 2012 to October 2016, Mr. Yu was also acting as the chairman of Daqing Lianyi. From October 2016 to March 2019, Mr. Yu was the vice general manager of Daqing Lianyi. Daqing Lianyi is a petrochemical company engaging in, among others, sale of crude oil, petroleum processing and distribution of oil-related products business. Mr. Yu joined the Group in August 2019 and has been the vice president in the business trading department of the Company since then.

Mr. Yu has entered into a service contract with the Company as a non-executive Director for a term commencing from 21 September 2020 and expiring on the third anniversary of the date of the service contract and his appointment is subject o the applicable rules and provisions and the Bye-laws of the Company regarding retirement and re-election at annual general meetings of the Company. Pursuant to such service contract, Mr. Yu shall be entitled to receive remuneration of HK$800,000 per annum and he shall be entitled to receive a discretionary bonus at each financial year end. Mr. Yu's emoluments are recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, the prevailing market conditions and the Company's remuneration policy. The remuneration of Mr. Yu is subject to review by the Board from time to time pursuant to the power conferred on it at the AGM of the Company.

Mr. Yu is the father of Mr. Yu Jiyuan, an executive Director of the Company. As of the Latest Practicable Date, 580,172,014 shares ("Shares") of the Company were beneficially owned by Xin Hua Petroleum (Hong Kong) Limited ("Xin Hua"), which in turn is owned as to approximately 34.92% by Mr. Yu. Mr. Yu is therefore deemed to be interested in 580,172,014 Shares of the Company, representing approximately 68.91% of the issued share capital of the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

Saved as disclosed above, as at the Latest Practicable Date,

1. Mr. Yu does not have any relationships with other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Group;
2. Mr.Yu did not hold other directorship in any public listed companies in the last three years;

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

1. Mr.Yu does not have any other interests in the shares of the Company within the meaning of Part XV of the SFO; and
2. There is no information required to be disclosed in relation to Mr. Yu pursuant to any of the requirements under the provisions of Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Yang Yuyan ("Ms. Yang"), aged 38, was appointed as an independent non-executive Director on 21 September 2020. Ms. Yang finished her bachelor of accounting at Jilin University of Finance and Economics* (吉林財經大學) through passing self-taught higher education examinations in 2013. Ms. Yang has been qualified as a mid-level accountant in the PRC since 2009. Ms. Yang served as a financial manager

of Heilongjiang Longyou from January 2017 to June 2018. Ms. Yang has served as financial controller of Daqing Direction Software Technology Co., Ltd* (大慶正方軟件科技股份有限公司), a company quoted

on National Equities Exchange and Quotations (Code: 832911), since August 2018. She is a tax advisor as certified by The China Certified Tax Agent Association since November 2020. She obtained the qualification of the Certified Public Accountant in the PRC in April 2021.

A letter of appointment with term of one year commencing from her date of appointment has been entered into between Ms. Yang and the Company. Ms. Yang's appointment will be governed by the Company's Bye-laws which provides that she will be subject to retirement by rotation and re-election at the annual general meetings of the Company. Pursuant to the letter of appointment, Ms. Yang will be entitled to a director's fee of HK$120,000 per annum, which has been recommended by the Remuneration Committee and approved by the Board based on her qualifications, experience, level of responsibilities undertaken, the prevailing market conditions and the Company's remuneration policy. The remuneration of Ms. Yang is subject to review by the Board from time to time pursuant to the power conferred on it at the AGM of the Company.

Saved as disclosed above, as at the Latest Practicable Date,

1. Ms. Yang does not have any relationships with other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Group;
2. Ms. Yang did not hold other directorship in any public listed companies in the last 3 years;
3. Ms. Yang does not have any other interests in the shares of the Company within the meaning of Part XV of the SFO; and
4. There is no information required to be disclosed in relation to Ms. Yang pursuant to any of the requirements under the provisions of Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

Ms. Yang has confirmed her independence for the purpose of Rule 3.13 of the Listing Rules, and she has confirmed that she is not aware of any other matter in relation to her appointment that needs to be brought to the attention of the Shareholders, and, save as disclosed herein, there is no other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Mr. Pang Jun ("Mr. Pang"), aged 56, was appointed as an independent non-executive Director on 21 September 2020. Mr. Pang graduated from Heilongjiang People's Police School* (黑龍江省人民警察學

校) in 1983; served as a policeman at section staff level in Qiqihar Railway Reeducation Center* (齊齊哈爾 鐵路勞教所) from 1983 to 1992. Mr. Pang is currently a qualified lawyer in the PRC. Mr. Pang was a senior partner at Heilongjiang Benhe Law Firm* (黑龍江奔河律師事務所) from 2000 to 2002, a senior partner and the chief lawyer (主任律師) at Heilongjiang Baixing Law Firm* (黑龍江佰行律師事務所) from 2005

to 2008. He has been served as a senior partner and practicing lawyer at Heilongjiang Zeyan Law Firm* (黑 龍江澤言律師事務所) since 2008.

A letter of appointment with terms of one year commencing from his date of appointment has been entered into between Mr. Pang and the Company. Mr. Pang's appointment will be governed by the Company's Bye-laws which provides that she will be subject to retirement by rotation and re-election at the annual general meetings of the Company. Pursuant to the letter of appointment, Mr. Pang will be entitled to a director's fee of HK$120,000 per annum, which has been recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, the prevailing market conditions and the Company's remuneration policy. The remuneration of Mr. Pang is subject to review by the Board from time to time pursuant to the power conferred on it at the AGM of the Company.

Saved as disclosed above, as at the Latest Practicable Date,

1. Mr. Pang does not have any relationships with other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Group;
2. Mr. Pang did not hold other directorship in any public listed companies in the last 3 years;
3. Mr. Pang does not have any other interests in the shares of the Company within the meaning of Part XV of the SFO; and
4. There is no information required to be disclosed in relation to Mr. Pang pursuant to any of the requirements under the provisions of Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

Mr. Pang has confirmed his independence for the purpose of Rule 3.13 of the Listing Rules, and he has confirmed that he is not aware of any other matter in relation to his appointment that needs to be brought to the attention of the Shareholders, and, save as disclosed herein, there is no other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules.

* For identification purposes only

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NOTICE OF THE AGM

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 632)

NOTICE OF AGM

NOTICE IS HEREBY GIVEN THAT the AGM of CHK Oil Limited (the "Company") will be held at Units 2617-18, 26/F, Mira Place Tower A, No. 132 Nathan Road, Kowloon, Hong Kong on Friday, 25 June 2021, at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2020.
2. (i) To re-elect the following retiring Directors (whose particulars are stated in this circular):
3. 1. 1. Mr. Lin Qing Yu as an executive Director;
      2. Mr. Li Songtao as an executive Director;
      3. Mr. Yu Zhibo as a non-executive Director;
      4. Ms. Yang Yuyan as an independent non-executive Director;
      5. Mr. Pang Jun as an independent non-executive Director;
   2. To authorize the board of Directors to fix the Directors' remuneration.
4. To re-appoint the retiring auditors and to authorise the board of Directors to fix the remuneration of the auditors of the Company.

4 To consider and if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

* For identification purposes only

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NOTICE OF THE AGM

1. "THAT
2. 1. subject to paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which (including warrants, bonds and debentures convertible into shares of the Company) would or might require the exercise of such powers after the end of the Relevant Period;
   3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b), otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares under any options granted under the share option scheme adopted by the Company; (iii) an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company; (iv) an issue of shares in lieu of the whole or part of a dividend pursuant to any scrip dividend scheme or similar arrangement in accordance with the Bye-laws of the Company; and (v) any adjustment, after the date of grant or issue of any options, rights to subscribe for other securities referred to in (ii) and (iii) above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities, shall not exceed 20% of the aggregate number of Shares of the Company in issue as at the time of passing this resolution; and
   4. for the purposes of this Resolution:
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   5. 1. the conclusion of the next AGM of the Company;
      2. the expiration of the period within which the next AGM of the Company is required by the Bye-law of the Company or any applicable law to be held; and

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NOTICE OF THE AGM

1. the date of which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China)."

1. "THAT
2. 1. subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to buy back shares of the Company, subject to and in accordance with all applicable laws and requirements, be and is hereby generally and unconditionally approved;
   2. the aggregate number of the shares of the Company which may be bought back pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate number of the Shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
   3. for the purposes of this resolution:
      "Relevant Period" means the period from the date of the passing of this Resolution until whichever is the earliest of:
   4. 1. the conclusion of the next AGM of the Company;
      2. the expiration of the period within which the next AGM of the Company is required by the Bye-laws of the Company or any applicable law to be held; and
      3. the date which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF THE AGM

1. "THAT conditional upon Resolutions A and B set out above being passed, the aggregate number of the shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in Resolution B above shall be added to the aggregate number of the Shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Resolution A above provided that such amount shall not exceed 10% of the aggregate number of the Shares of the Company in issue at the date of passing of this Resolution."

By Order of the Board

CHK Oil Limited

Liu Gui Feng

Chairlady and Executive Director

Hong Kong, 16 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
2. A form of proxy for use at the meeting is enclosed. To be valid, the form of proxy, together with the notarially certified power of attorney or other authority (if any) under which it is signed must be lodged at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.
3. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of ordinary shares of the Company will be registered. In order to be eligible to attend and vote at the meeting, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 21 June 2021.
4. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of member of the Company in respect of such share shall alone be entitled to vote in respect of it.
5. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.
6. The votes to be taken at the meeting for the resolution will be by way of poll.
7. As at the date of this notice, the Board comprises five executive Directors, namely Ms. Liu Gui Feng, Mr. Yu Jiyuan, Mr. Lin Qing Yu, Ms. Chen Junyan and Mr. Li Songtao, one non-executive Director, Mr. Yu Zhibo and three independent non-executive Directors, namely Ms. Zhong Bifeng, Ms. Yang Yuyan and Mr. Pang Jun.

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