Petro king Oilfield Services : Form of proxy for use at the Extraordinary General Meeting (or any adjournment thereof)

(Note 3)

(Note 2)

PETRO-KING OILFIELD SERVICES LIMITED

百勤油田服務有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2178)

Form of proxy for use at the

Extraordinary General Meeting (or any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) ofshare(s) with no par value of Petro-king Oilfield

Services Limited (the "Company"), HEREBY APPOINT of

or failing him/her, the chairman of the extraordinary general meeting (the "EGM") as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM (or any adjournment thereof) of the Company to be held at 17th Floor, Tower 2, Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 1 February 2021 at 3:00 p.m. for the purpose of considering, and, if thought fit, passing the resolutions set out in the notice convening the EGM (or any adjournment thereof) and to vote for me/us in my/our name(s) in respect of the said resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1. (a) To approve, confirm and ratify the Star Petrotech SPA dated 13 November 2020 and entered into between Sheraton Investment as vendor and Petro-king Huizhou as purchaser in relation to the Star Petrotech Disposal and the transactions contemplated thereunder; and
2. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Star Petrotech SPA and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
3. (a) To approve, confirm and ratify the Employee Capital Increase Agreement dated 13 November 2020 and entered into, among others, the Employee Partnership Enterprise and Petro-king Huizhou in relation to the Employee Capital Increase and the transactions contemplated thereunder; and
4. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Employee Capital Increase Agreement and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1. (a) To approve, confirm and ratify the Independent Capital Increase Agreement I dated 13 November 2020 and entered into, among others, Mr. Zhang Yang and Petro-king Huizhou in relation to the Independent Capital Increase I and the transactions contemplated thereunder; and
2. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement I and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
3. (a) To approve, confirm and ratify the Independent Capital Increase Agreement
4. 1. 1. dated 13 November 2020 and entered into, among others, Mr. Zhou Xian and Petro-king Huizhou in relation to the Independent Capital Increase II and the transactions contemplated thereunder; and
   2. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement
   3. 1. and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
5. (a) To approve, confirm and ratify the Independent Capital Increase Agreement
6. 1. 1. dated 13 November 2020 and entered into, among others, the Independent Subscriber III and Petro-king Huizhou in relation to the Independent Capital Increase III and the transactions contemplated thereunder; and
   2. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement
   3. 1. and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
7. (a) To approve, confirm and ratify the Independent Capital Increase Agreement IV dated 13 November 2020 and entered into, among others, Mr. Zhang Houdong and Petro-king Huizhou in relation to the Independent Capital Increase IV and the transactions contemplated thereunder; and
8. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement IV and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1. (a) To approve, confirm and ratify the Independent Capital Increase Agreement V dated 13 November 2020 and entered into, among others, Mr. Fang Yonghao and Petro-king Huizhou in relation to the Independent Capital Increase V and the transactions contemplated thereunder; and
2. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement V and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
3. (a) To approve, confirm and ratify the Independent Capital Increase Agreement VI dated 13 November 2020 and entered into, among others, Mr. Yang Hongjun and Petro-king Huizhou in relation to the Independent Capital Increase VI and the transactions contemplated thereunder; and
4. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement VI and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
5. (a) To approve, confirm and ratify the Independent Capital Increase Agreement VII dated 13 November 2020 and entered into, among others, Mr. Dai Shaoyue and Petro-king Huizhou in relation to the Independent Capital Increase VII and the transactions contemplated thereunder; and
6. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Independent Capital Increase Agreement VII and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.

10. (a) To approve, confirm and ratify the Petro-king Huizhou SPA dated 13 November 2020 and entered into among Petro-king Shenzhen as vendor and Mr. Wang Jinlong, Mr. Wang Xingkai and Ms. Zhou Sisi as purchasers in relation to the Petro-king Huizhou Connected Disposal and the transactions contemplated thereunder; and

1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Petro-king Huizhou SPA and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1. (a) To approve, confirm and ratify the Loan Facility Agreement I dated 13 November 2020 and entered into between Petro-king International as lender and Star Petrotech as borrower in relation to the Loan Facility I and the transactions contemplated thereunder; and
2. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Loan Facility Agreement I and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.
3. (a) To approve, confirm and ratify the Loan Facility Agreement II dated 13 November 2020 and entered into between Petro-king Shenzhen as lender and Petro-king Huizhou as borrower in relation to the Loan Facility II and the transactions contemplated thereunder; and
4. 1. to authorise any one Director to, on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Loan Facility Agreement II and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and its Shareholders as a whole.

Dated this

day of

, 2021

Signature(s) (Note 5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Insert in BLOCK CAPITALS the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. Any member entitled to attend and vote at the EGM shall be entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. Any alteration made to this form of proxy must be initialled by the person who signs it.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "AGAINST". Failure to complete the box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed either under its common seal or under the hand of an officer or attorney so authorised.
6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.
8. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.
9. The full text of the resolutions numbered 1 to 12 are set out in the notice convening the EGM dated 12 January 2021. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 January 2021.