Brightoil Petroleum : online-energy and Financial E-commerce Platform 2017 E-commerce Exclusive Technical Consultancy and Services Agreement

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BRIGHTOIL PETROLEUM (HOLDINGS) LIMITED

光光光光滙滙滙滙石石石石油油油油((((控控控控股股股股))))有有有有限限限限公公公公司司司司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 933)

BRIGHTOIL ONLINE - ENERGY AND FINANCIAL E-COMMERCE PLATFORM 2017 E-COMMERCE EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT 2017 E-COMMERCE AGREEMENT

Reference is made to the announcement of the Company dated 8 October 2015 with respect to the 2016 E-commerce Agreement entered into between Brightoil E-commerce and Shenzhen Brightoil, pursuant to which Brightoil E-commerce agreed to provide operational e-commerce services to Shenzhen Brightoil for a term of 1 year, from 1 January 2016 to 31 December 2016.

As the 2016 E-commerce Agreement expires on 31 December 2016, Brightoil E-commerce and Shenzhen Brightoil have entered into the 2017 E-commerce Agreement on 23 December 2016 for another term of 1 year, from 1 January 2017 to 31 December 2017, for the provision of operational e-commerce services by Brightoil E-commerce to Shenzhen Brightoil Group in relation to the latter's single-purpose commercial prepaid cards related business.

IMPLICATIONS UNDER THE LISTING RULES

Shenzhen Brightoil is ultimately controlled and beneficially owned by Dr. Sit, an Executive Director, the Chairman and the Chief Executive Officer of the Company and a controlling Shareholder indirectly interested in approximately 72.81% of the issued share capital of the Company as at the date of this announcement. Accordingly, Shenzhen Brightoil is a connected person of the Company and the transactions contemplated under the 2017 E- commerce Agreement constitute continuing connected transactions of the Company under the Listing Rules.

As the highest of the applicable percentage ratios under Chapter 14A of the Listing Rules in respect of the 2017 E-commerce Agreement (even if required to be aggregated with the 2016 Cargo-Carrying Agreement) is more than 0.1% but less than 5%, the 2017 E- commerce Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements pursuant to Chapter 14A of the Listing Rules, but are exempt from the Independent Shareholders' approval requirements under the Listing Rules.

2017 E-COMMERCE AGREEMENT

Reference is made to the announcement of the Company dated 8 October 2015 with respect to the 2016 E-commerce Agreement entered into between Brightoil E-commerce and Shenzhen Brightoil, pursuant to which Brightoil E-commerce agreed to provide operational e-commerce services to Shenzhen Brightoil for a term of 1 year, from 1 January 2016 to 31 December 2016.

As the 2016 E-commerce Agreement expires on 31 December 2016, Brightoil E- commerce and Shenzhen Brightoil have entered into the 2017 E-commerce Agreement on 23 December 2016 for another term of 1 year, from 1 January 2017 to 31 December 2017, for the provision of operational e-commerce services by Brightoil E-commerce to Shenzhen Brightoil Group in relation to the latter's single-purpose commercial prepaid cards related business.

Date: 23 December 2016. Parties: (1) Brightoil E-commerce; and

(2) Shenzhen Brightoil.

Subject matter of the Transaction - the Services:

In consideration of the Consultancy Service Fee, Brightoil E- commerce will be the exclusive provider of the Services for the single-purpose commercial prepaid cards related business of Shenzhen Brightoil Group. The Services are:

1. brand strategy and marketing services (consisting of marketing strategy planning services, product research and development services, business process planning, client data collection and analysis services, and services arising from other new businesses);

2. corporate operational services (consisting of financial management services, risk control management services and customer services); and

3. information technology research and development and system operations maintenance services (which includes the authorised use of the e-commerce platform software of the Brightoil E- commerce).

Consideration - Consultancy Service Fee:

Shenzhen Brightoil Group shall pay to Brightoil E-commerce the Consultancy Service Fee, which consists of the following three components and is subject to the Annual Cap of RMB850,000,000 (equivalent to approximately HK$957,355,000):

1. service fee for brand strategy and marketing services - equal to 110% of the actual cost directly incurred for this purpose by Brightoil E-commerce in providing the relevant types of services;

2. service fee for corporate operational services - equal to 106% of the actual cost directly incurred for this purpose by Brightoil E-commerce in providing the relevant types of services; and

3. service fees for information technology research and development and system operations maintenance services (including the fee for the authorised use of the e-commerce platform software of Brightoil E-commerce) - equal to 4% of the sales income conducted on the e-commerce platform of Shenzhen Brightoil Group.

Payment arrangement:

Brightoil E-commerce shall issue an invoice to Shenzhen Brightoil Group within 15 days of the end of each quarter of the Term, setting out the payable Consultancy Service Fee for that quarter. Shenzhen Brightoil Group shall pay the invoiced Consultancy Service Fee within 15 days upon receipt of such invoice to an account specified by Brightoil E-commerce.

Term: Rights of assignment:

1 year, starting on 1 January 2017.

Brightoil E-commerce shall be entitled to terminate the 2017 E- commerce Agreement upon 30-day prior written notice to Shenzhen Brightoil at any time, and shall not be liable for any liability for breach of contract in doing so.

Brightoil E-commerce shall be entitled to assign its interests and/or its obligations in full or in part to any of its associates or affiliates, or to any third parties without the need for consent of Shenzhen Brightoil.

Guarantee or security given or required:

None.

The basis of the Consultancy Service Fee was determined after arm's length negotiation between the parties to the 2017 E-commerce Agreement.

HISTORICAL CONSULTANCY SERVICE FEE

For the eleven months ended 30 November 2016 (Approximate)
Total service fees received or receivable under the 2016 E-commerce Agreement	RMB51 million (equivalent to approximately HK$57.4 million)

For the year ending 31 December 2016
Existing annual cap	RMB850 million (equivalent to approximately HK$957.4 million)

For the year ending 31 December 2016, the Company expects the monetary cap of RMB850 million (equivalent to approximately HK$957.4 million) will not be exceeded.

THE PROPOSED ANNUAL CAP

The proposed Annual Cap for the transactions contemplated under the 2017 E-commerce Agreement for the Term is RMB850,000,000 (equivalent to approximately HK$957,355,000).

The proposed Annual Cap is determined with reference to:

1. the budgeted cost to be incurred by Brightoil E-commerce in providing brand strategy and marketing services, being approximately RMB233,000,000 (equivalent to approximately HK$262,427,900);

2. the budgeted cost to be incurred by Brightoil E-commerce in providing corporate operational services, being approximately RMB35,000,000 (equivalent to approximately HK$39,420,500);

3. the estimated amount of sales revenue conducted on the e-commerce platform of Shenzhen Brightoil Group, being approximately RMB13,900,000,000 (equivalent to approximately HK$15,655,570,000); and

(4) the fixed rates of (1), (2) and (3) above to be charged by Brightoil E-commerce in accordance with the "Consideration - Consultancy Service Fee" section above, the fixed rates of which were determined after arm's length negotiation between the parties to the 2017 E-commerce Agreement.

INFORMATION OF THE GROUP

The Group is principally engaged in oil and gas exploration, development and production, international trading and marine bunkering, marine transportation, oil storage and terminal facilities as well as e-commerce business.