Chu Kong Ptrlm&Ntrl Gs Stl Pipe Hldg : Circulars - (1) Major Transaction - Deemed Disposal Due to Capital Injection by Fangyang in the Jv Company (2)very Substantial Acquisition - Construction of the Processing Plant

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

If you have sold or transferred all your shares in Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, licensed securities dealer 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.

CHU KONG PETROLEUM AND NATURAL GAS STEEL PIPE HOLDINGS LIMITED

珠江石油天然氣鋼管控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1938)

1. MAJOR TRANSACTION - DEEMED DISPOSAL DUE

   TO CAPITAL INJECTION BY FANGYANG IN THE JV COMPANY

2. VERY SUBSTANTIAL ACQUISITION - CONSTRUCTION OF THE PROCESSING PLANT

Financial Adviser to the Company

WAG Worldsec Corporate Finance Limited

A notice convening the EGM (as defined herein) of the Company to be held at Portion 2, 12/F., The Centre, 99 Queen's Road Central, Hong Kong, at 11:00 a.m. on Wednesday, 25 January 2017 is set out on pages 102 to 103 of this circular.

Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you wish and in such event, the form of proxy shall be deemed to be revoked.

9 January 2017

Page

DEFINITIONS 1

LETTER FROM THE BOARD 5

APPENDIX I - FINANCIAL INFORMATION ON THE GROUP 30

APPENDIX II - UNAUDITED PRO FORMA FINANCIAL INFORMATION ON

THE GROUP 74

APPENDIX III - VALUATION REPORTS OF THE LAND

AND EQUIPMENT 82

APPENDIX IV - GENERAL INFORMATION 94

NOTICE OF THE EGM 102

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

''Announcement'' the announcement of the Company dated 18 November 2016, in relation to, among other things, the Capital Injection and the Construction of the Processing Plant

''Board'' the board of Directors

''Bournam'' Bournam Profits Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Chen

''Capital Injection'' the proposed increase of RMB1,482,000,000 in the

registered capital of the JV Company by way of capital injection by PCK (Lianyungang) and Fangyang contemplated under the Subscription Agreement

''Company'' Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited（珠江石油天然氣鋼管控股有限公司）, a company

incorporated in the Cayman Islands with limited liability and the shares of which are listed and traded on the Stock Exchange

''Construction Agreements'' collectively, the agreements dated 18 November 2016 and

entered into between the JV Company and the counterparties in connection with the Construction of the Processing Plant for an aggregate consideration of not more than RMB2.5 billion

''Construction of the Processing Plant''

the proposed acquisition of bimetal composite plate processing equipment and construction of the Processing Plant contemplated under the Construction Agreements

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

''EGM'' the extraordinary general meeting of the Company to be held at Portion 2, 12/F., The Centre, 99 Queen's Road Central, Central, Hong Kong at 11:00 a.m. on Wednesday,

25 January 2017 to consider and, if thought fit, approve the Construction of the Processing Plant

''Equipment'' the steel plate processing equipment owned by PCK (Lianyungang)

''Fangyang'' Fang Yang Commerce Trade Company Limited（中國方洋

商貿有限公司）, a company incorporated in Hong Kong

with limited liability and a wholly-owned subsidiary of the Fangyang Group

''Fangyang Group'' collectively, Jiangsu Fangyang and its subsidiaries,

including Fangyang, Fangyang Power and Fangyang Water

''Fangyang Power'' Jiangsu Fangyang Power Technology Co., Ltd（.

江蘇方洋

能源科技有限公司）, a company established in the PRC

with limited liability and a wholly-owned subsidiary of the Fangyang Group

''Fangyang Water'' Jiangsu Fangyang Water Affairs Co., Ltd（.

江蘇方洋水務

有限公司）, a company established in the PRC with limited

liability and a wholly-owned subsidiary of the Fangyang Group

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

''Independent Third Party(ies)'' person(s) or company(ies) which is/are independent of and

not connected with the directors, chief executives and substantial shareholders of any member of the Group, and any of their respective associates (within the meaning of the Listing Rules)

''Jiangsu Fangyang'' Jiangsu Fangyang Group Company Limited（江蘇方洋集團

有限公司）, a company established in the PRC with limited

liability

''JV Company'' Lianyungang Zhujiang Metal Composite Materials Co., Ltd.（ 連雲港珠江金屬複合材料有限公司 ）, a company

established in the PRC with limited liability and a wholly- owned subsidiary of the Company

''Land'' the land located at No. 1-5 North of Fang Yang He Road and East of 226 Sheng Road, Xu Wei New Area,

Lianyungang City, Jiangsu Province, the PRC（中國江蘇

省 連 雲 港 市 徐 圩 新 區 22 6 省 道 東 ， 方 洋 河 路 北 1-5 號 ）,

being held by PCK (Lianyungang)

''Latest Practicable Date'' 6 January 2017, being the latest practicable date prior to

the publication of this circular for ascertaining certain information contained herein