Pearl Oriental Oil : PROPOSED AMENDMENT TO THE BYE-LAWS GENERAL MANDATES TO ISSUE AND BUY BACK SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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 Pearl Oriental 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)

PROPOSED AMENDMENT TO THE BYE-LAWS

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Pearl Oriental Oil Limited to be held at Suites 1905-07, 19th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong on 28 June 2019, at 4:00 p.m. is set out in this circular. A form of proxy for use at the annual general meeting 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.pearloriental.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 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjourned meeting if you so wish.

30 April 2019

*  For identification purposes only

		TABLE OF CONTENTS
			Pages
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Amendment to the Bye-laws . . . . . . . . . . . . . . . . . .	4
3.	Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	The AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . .	6
8.	Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . 7
Appendix II	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix III -	Details of Directors Proposed to be Re-elected at the AGM . . . . . . . . . . . . . .	11
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

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	DEFINITIONS
"AGM"	the annual general meeting of the Company to be convened on 28
	June 2019, at 4:00 p.m. at Suites 1905-07, 19th Floor, Tower 6, The
	Gateway, Harbour City, 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 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"	Pearl Oriental 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"	23 April 2019, 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

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	DEFINITIONS
"PRC"	the People's Republic of China
"Proposed Amendment	the proposed amendment to the existing Bye-laws as set out in this
to the Bye-laws"	circular
"SFC"	the Securities and Futures Commission
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"SGM"	the special general meeting of the Company to be convened to approve
	the capital reorganisation and etc. as described in the Company's
	announcement dated 16 April 2019
"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$0.10 in the share capital of the
	Company and be subject to changes in accordance with the capital
	reorganisation, which will involve the capital reduction, the share
	subdivision and the share consolidation, upon the Shareholders'
	approval at the SGM, if any, which may be held before the AGM
"Shareholder(s)"	shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)
	(Stock Code: 632)
Executive Directors:	Registered office:
Liu Gui Feng	Clarendon House
Fan Amy Lizhen	2 Church Street
Xiao Li	Hamilton HM11
Cheung Kam Shing, Terry	Bermuda
Tang Yau Sing
Lin Qing Yu	Head office and principal place of
	business in Hong Kong:
Independent Non-executive Directors:	Suites 1905-07, 19th Floor
Xing Yong	Tower 6, The Gateway
Shi Wen Jiang	Harbour City
Chen Zhong Min	Kowloon
Jiang Cai Yi	Hong Kong
Zhang Yue Yang
He Jun
Chen Xue Hui
Hu Jing
Lyu Jia Lian	30 April 2019

To the Shareholders

Dear Sirs,

PROPOSED AMENDMENT TO THE BYE-LAWS

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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) proposed amendment to the Bye-laws; (b) the Share Issue Mandate;

(c)the Share Buy-back Mandate; (d) the extension of the Share Issue Mandate and (e) 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 19 to 23 to this circular.

*  For identification purposes only

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