Shengli Oil and Gas Pipe : (1) MAJOR TRANSACTION INVOLVING THE DISPOSAL OF SHAREHOLDING IN SHANGHAI GUOXIN AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 Shengli Oil & Gas Pipe Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

SHENGLI OIL & GAS PIPE HOLDINGS LIMITED

勝 利 油 氣 管 道 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1080)

(1) MAJOR TRANSACTION INVOLVING THE DISPOSAL

OF SHAREHOLDING IN SHANGHAI GUOXIN

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at the office building of Shandong Shengli Steel Pipe Co., Ltd., Zhongbu Town, Zhangdian District, Zibo City, Shandong Province, the PRC on Wednesday, 16 October 2019 at 2 : 00 p.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use in the EGM is enclosed and also published on the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish.

25 September 2019

CONTENT

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . .	11
APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	EGM-1

- i -

DEFINITIONS

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

''Announcement''	the announcement of the Company dated 15 August 2019 in
	relation to, among others, the Disposal
''associate(s)''	has the same meaning ascribed to it under the Listing Rules
''Board''	the board of Directors of the Company
''Company''	Shengli Oil & Gas Pipe Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed on the main board of the Stock
	Exchange (stock code: 1080)
''Completion''	completion of the Disposal pursuant to the terms and conditions
	of the Sale and Purchase Agreement
''Director(s)''	the director(s) of the Company
''Disposal''	the disposal of 45% equity interests in the Target Company by
	the Vendor pursuant to the terms and conditions of the Sale and
	Purchase Agreement
''EGM''	the extraordinary general meeting of the Company to be
	convened and held at the office building of Shandong Shengli
	Steel Pipe Co., Ltd., Zhongbu Town, Zhangdian District, Zibo
	City, Shandong Province, the PRC on Wednesday, 16 October
	2019 at 2 : 00 p.m. for the purpose of considering and, if thought
	fit, approving the Sale and Purchase Agreement and the
	transactions contemplated thereunder
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Independent Third	a person or persons or a company or companies which is not or
Party(ies)''	are not the Company's connected person(s) within the meaning
	ascribed to it under the Listing Rules
''Latest Practicable	16 September 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	The Rules governing the Listing of Securities on the Main Board
	of the Stock Exchange

- 1 -

DEFINITIONS

''PRC''	the People's Republic of China which, for the purposes of this
	announcement, excludes Hong Kong, the Macau Special
	Administration Region of the People's Republic of China and
	Taiwan
''Purchaser''	Shenzhen Zhongcheng NEEQ Investment Corporation LLP* (深圳
	中城新三板投資企業（有限合夥）), a limited liability partnership
	established under the laws of the PRC
''RMB''	Renminbi, the lawful currency in the PRC
''Sale and Purchase	the conditional sale and purchase agreement dated 15 August
Agreement''	2019 entered into between the Vendor and the Purchaser in
	relation to the disposal of 45% equity interests in the Target
	Company by the Vendor
''Share(s)''	the ordinary share(s) of HK$0.1 each in the share capital of the
	Company
''Shareholders''	the holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiary(ies)''	has the same meaning ascribed thereto under the Listing Rules
''Target Company''	Shanghai Guoxin Industrial Co., Ltd.* (上海國心實業有限公司),
	a company incorporated under the laws of the PRC with limited
	liability and is owned as to 45% by the Vendor and 55% by an
	Independent Third Party as at the Latest Practicable Date
''Vendor''	Zhejiang Shengguan Industries Company Limited* (浙江勝管實
	業有限公司), a company incorporated under the laws of the PRC
	and an indirect wholly-owned subsidiary of the Company
''%''	per cent.

• for identification purpose only

- 2 -

LETTER FROM THE BOARD

SHENGLI OIL & GAS PIPE HOLDINGS LIMITED

勝 利 油 氣 管 道 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1080)

Executive Directors:	Registered Office:
Mr. Zhang Bizhuang (Chief Executive Officer)	Cricket Square
Mr. Jiang Yong	Hutchins Drive
Mr. Wang Kunxian	P.O. Box 2681
Ms. Han Aizhi	Grand Cayman, KY1-1111
Mr. Song Xichen	Cayman Islands
Non-executive Director:	Principal place of business
Mr. Wei Jun (Chairman)	in Hong Kong:
	Room 2111
Independent Non-Executive Directors:	21st Floor, Wing On Centre
Mr. Chen Junzhu	111 Connaught Road Central
Mr. Wu Geng	Hong Kong
Mr. Qiao Jianmin
	Headquarters in the PRC:
	Zhongbu Town
	Zhangdian District, Zibo City
	Shangdong Province, PRC
	Postal Code: 255082
	25 September 2019
To the Shareholders,
Dear Sir or Madam,

1. MAJOR TRANSACTION INVOLVING THE DISPOSAL OF SHAREHOLDING IN SHANGHAI GUOXIN

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

- 3 -

LETTER FROM THE BOARD

1. INTRODUCTION

The Board refers to the announcement of the Company dated 15 August 2019 in relation to, among others, the Disposal. The Disposal constitutes a major transaction for the Company under the Listing Rules and is subject to Shareholders' approval. The circular is prepared to provide you further details of, among others, the Sale and Purchase Agreement, the Disposal and notice of the EGM at which resolution will be proposed to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

1. THE DISPOSAL

On 15 August 2019, the Vendor entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell, 45% equity interests in the Target Company for a total consideration of RMB200 million, subject to and in accordance with the terms and conditions of the Sale and Purchase Agreement. Upon Completion, the Group will cease to have any interest in the Target Company.

The Sale and Purchase Agreement

Set out below are the principal terms of the Sale and Purchase Agreement:

Date	:	15 August 2019 (after trading hours)
Parties	:	(a) the Vendor (as vendor); and
		(b) the Purchaser (as purchaser).
		To the best of the Director's knowledge, information
		and belief having made all reasonable enquiries, as at
		the Latest Practicable Date, the Purchaser and the
		ultimate beneficial owner of the Purchaser are third
		parties independent of the Company and connected
		persons of the Company (as defined in the Listing
		Rules).
Subject of the	:	45% equity interests in the Target Company
Disposal
		Upon Completion, the Vendor and the Group will
		cease to hold any interests in the Target Company.
Consideration	:	RMB200 million by cash which is payable to the
		Vendor within 1 year from the date of the Sale and
		Purchase Agreement (i.e. 15 August 2019)

- 4 -

LETTER FROM THE BOARD

The consideration and payment terms were negotiated on an arm's length basis between the parties on normal commercial terms.

In determining the consideration, the Directors considered, among others, (i) the unaudited net asset value of the Target Company as at 30 June 2019, (ii) the original capital contribution the Vendor made to acquire the 45% equity interests in the Target Company, (iii) the recent deteriorating operating performance of the Target Company and prospects of the industry in which it operates and (iv) the return on investment of the Target Company so far.

The payment period of 1 year from the date of the Sale and Purchase Agreement was proposed by the Purchaser. The Directors considered that such arrangement would not be prejudicial to the interests of the Company because (i) the Purchaser has been engaging in the issuance of fund and financial products and has a proven track record which demonstrates its fundraising capability, such that the risk of non- payment of consideration by the Purchaser is comparatively low, and (ii) any risk of non-payment of consideration by the Purchaser would be sufficiently mitigated as Completion is conditional upon, among others, full settlement of the consideration. In addition, prior to entering into the Sale and Purchase Agreement with the Purchaser, the Vendor had liaised with several potential buyers for the disposal of its 45% equity interests in the Target Company, but no binding agreement had been reached as these potential buyers were concerned about, among others, the uncertainty of the Target Company's industry, unfavourable performance of the Target Company and the consideration proposed by the Company. In light of the previous unsuccessful attempts, as well as the deteriorating operating performance of the Target Company and grim prospect of the industry in which the Target Company operates, the Directors considered that it would be in the interests of the Company to expedite its divestment in the Target Company by accepting the Purchaser's proposal on the payment period.

- 5 -

LETTER FROM THE BOARD

Condition	:	Completion is conditional upon the passing by the
precedent		Shareholders at the EGM of the Company to be
		convened and held of an ordinary resolution to
		approve the Sale and Purchase Agreement and the
		transactions contemplated thereunder in accordance
		with the requirements of the Listing Rules by 5 : 00 p.m.
		on 31 December 2019.
		If	the above condition precedent is not satisfied by
		5 : 00 p.m. on 31 December 2019, the Purchaser is
		entitled to give the other party written notice to:
		(a)	delay the last date for satisfaction of condition
			precedent until a date which is mutually agreed
			between the parties in writing; or
		(b) terminate the Sale and Purchase Agreement.
Completion	:	Subject to and conditional upon the satisfaction of the
		condition precedent set out above, and the payment of

the consideration of RMB200 million is received by the Vendor in full, Completion shall take place within 30 calendar days from the date such condition precedents having been satisfied and such payment of the consideration having been received by the Vendor in full (or such other date as the Vendor and Purchaser may agree in writing).

INFORMATION OF THE VENDOR AND THE PURCHASER

The Vendor is a company incorporated under the laws of the PRC with limited liability and is a wholly-owned subsidiary of the Company. The Vendor principally engages in equity investment and the trading of commodity. The Group is principally engaged in the design, manufacture, anti-corrosion processing and servicing of pipes which are used to transport crude oil, refined petroleum products and natural gas.

The Purchaser is a limited liability partnership (有限合夥) established under the laws of the PRC, and is owned as to 90% by Shenzhen Baifu Changrun Investment Management and Consultancy Co., Ltd.* (深圳百富長潤投資管理顧問有限公司) (''Baifu Changrun'') and 10% by Shenzhen Fuweike Investment Management Co., Ltd.* (深圳市富維克投資管理有限公司) (''Fuweike Investment''). The sole ultimate beneficial owner of Baifu Changrun is Chen Zuo (陳琢), while the ultimate beneficial owners of Fuweike Investment are Tao Ling (陶玲) and Tao Min (陶敏), who own 95% and 5% equity interests in Fuweike Investment, respectively. To the best of the Director's knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, the Purchaser and the ultimate beneficial owners of the

- 6 -

LETTER FROM THE BOARD

Purchaser are third parties independent of the Company and connected persons of the Company (as defined in the Listing Rules). The Purchaser principally engages in the business of investment and investment consultancy services.

INFORMATION OF THE TARGET COMPANY

The Target Company is a company incorporated under the laws of the PRC with limited liability. The Target Company principally engages in the business of selling chemical feedstock and products, mineral products, petroleum products, fuel products, coal, charcoal, nonferrous materials and metal materials.

FINANCIAL INFORMATION OF THE TARGET COMPANY

As the Target Company is a company incorporated in the PRC, the Target Company does not fall into the category of enterprise which is required to prepare separate audited financial statements pursuant to the current requirement of the relevant government authorities of the PRC. Financial information of the Target Company for the two years ended 31 December 2017 and 2018 based on its unaudited financial statements (the figures of which have constituted part of the Group's audited consolidated results for the years ended 31 December 2017 and 2018 respectively) is set out below:

For the year ending

31 December

2017 2018

(unaudited) (unaudited)

(approximate) (approximate)

	RMB ('000)	RMB ('000)
Net profit/(loss) before taxation and
extraordinary items	2,068		(1,335)
Net Profit/(loss) after taxation and
extraordinary items	2,068(Note)	(1,699)

Note: There was only a small amount of Enterprise Income Tax for the financial year ended 31 December 2017. Therefore the net profit after taxation and extraordinary items is the same as the net profit before taxation and extraordinary items when the amount is rounded to the nearest thousand.

- 7 -

LETTER FROM THE BOARD

The unaudited net asset value of the Target Company as at 30 June 2019 is set out below:

As at 30 June 2019 (unaudited) (approximate)

RMB ('000)

Net assets

498,817

FINANCIAL EFFECT OF THE DISPOSAL

Upon Completion, the Vendor and the Group will cease to hold any interests in the Target Company. Based on the unaudited net asset value of the Target Company as at 30 June 2019, the Company currently expects to record a loss from fair value change of non-current assets held for sale because of the Disposal (before tax and consideration of other transaction costs as a result of the Disposal) of approximately RMB24.5 million. The actual loss to be recorded by the Group is subject to a final audit to be performed by the auditors of the Company.

REASONS FOR AND BENEFITS OF THE DISPOSAL

In light of the return on investment and operating condition of the Target Company in the past and based on the deteriorating operating results of the Target Company over the past financial year as signified by the net loss of approximately RMB1.7 million for the financial year ended 31 December 2018, compared with the net profit of approximately RMB2.1 million for the financial year ended 31 December 2017, as well as the worsening outlook for bulk trading business of chemical feedstock, oil products and related finished products as a whole due to the impact of uncertain economic factors such as trade dispute and slackening growth of the economy, it is estimated that the business prospect of the Target Company would fall below expectation. As such, the Directors consider that the Disposal allows the Company to divest and realise its investment in the Target Company.

On the above basis, the Directors (including the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are on normal commercial terms, and are fair and reasonable in the interests of the Company and its Shareholders as a whole.

The net proceeds from the Disposal will be applied towards the general working capital of the Group and/or to support the Group's future investment, if any, as deemed appropriate by the Board.

- 8 -

LETTER FROM THE BOARD

III. IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposals exceeds 25% but are all less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and Shareholders' approval requirements under the Listing Rules.

IV. EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at the office building of Shandong Shengli Steel Pipe Co., Ltd., Zhongbu Town, Zhangdian District, Zibo City, Shandong Province, the PRC on Wednesday, 16 October 2019 at 2 : 00 p.m. is set out on pages EGM-1 to EGM- 3 of this circular. Ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the Latest Practicable Date, there is no Shareholder or any of their respective associates have any material interest in the Disposal, thus no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

A form of proxy for use in the EGM is enclosed with this circular and also published on the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish.

1. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the terms of the Sale and Purchase Agreement and the relevant transactions contemplated thereunder are on normal commercial terms, fair and reasonable in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM.

- 9 -

LETTER FROM THE BOARD

VI. ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendices of this circular.

Yours faithfully,

By Order of the Board

Shengli Oil & Gas Pipe Holdings Limited

Zhang Bizhuang

Executive Director & Chief Executive Officer

- 10 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

1. INDEBTEDNESS STATEMENT

At close of business on 31 July 2019, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the total indebtedness of the Group amounted to approximately RMB878,047,000, details of which are set out below:

	RMB'000
Other payables	59,762
Lease liabilities	867
Bank borrowings	751,000
Other borrowings	64,855
Other borrowings interest payables	1,563
	878,047

At close of business on 31 July 2019, the Group had outstanding bank borrowings of approximately RMB751,000,000, comprising (1) secured bank borrowings of approximately RMB345,000,000 carried interest rates ranging from 4.57% to 5.50% per annum was secured by pledge of the Group's certain properties, plant and equipment and right-of-use asset amounting to approximately RMB231,341,000 and RMB128,910,000 respectively; (2) secured and guaranteed bank borrowings of approximately RMB360,000,000 carried interest rates 5.22% per annum was secured by pledge of the Group's certain properties, plant and equipment and right-of-use asset amounting to approximately RMB274,550,000 and RMB39,785,000 respectively, and an amount of approximately RMB158,400,000 out of secured and guaranteed bank borrowings of approximately RMB360,000,000 were guaranteed by a non-controlling shareholder of a subsidiary; and (3) guaranteed bank borrowings of approximately RMB20,240,000 out of guaranteed bank borrowings of approximately RMB46,000,000 carried interest rates 5.65% per annum were guaranteed by a non-controlling shareholder of a subsidiary.

At the close of business on 31 July 2019, the Group had outstanding unsecured other borrowings of carried at interest rate of 10.00% per annum of approximately RMB64,855,000.

As at the close of business on 31 July 2019, the Group did not have any material contingent liability.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of the business, as at the close of business on 31 July 2019, the Group did not have other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptance or acceptance credits, guarantees or other material contingent liabilities.

- 11 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

2. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, after taking into account the existing cash and bank balances and other internal resources available and also the effect of the Agreement, the Group has sufficient working capital for its present requirements and for at least 12 months from the date of publication of this circular in the absence of unforeseen circumstances.

3. FINANCIAL AND TRADING PROSPECTS

The Group expects to incur a loss of approximately RMB24.5 million as a result of the Disposal, which is subject to a final audit to be performed by the auditors of the Company.

The net proceeds from the disposal will be applied towards the general working capital of the Group and/or to support the Group's future investment, if any, as deemed appropriate by the Board.

Looking to the future, it is expected that the dependency on external oil and gas supply will continue to rise. Further, the structural reform of the national oil and gas pipeline network industry is advancing with steady progress, underpinned by the likely formation of a National Pipeline Corporation in 2019. It is anticipated that the construction of large- scale pipeline projects will come to a peak period. As one of China's largest private manufacturers of oil and natural gas pipelines, the Group will further explore the local markets in China while cementing its market shares for the big-three oil companies namely, the China National Offshore Oil Corporation, the China Petroleum & Chemical Corporation and the China National Petroleum Corporation, which are major customers of the Group. The Group will also continue to investigate novel business types to diversify its source of income on top of maintaining its leading position in its core principal business to secure higher return for Shareholders.

- 12 -

APPENDIX II	GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS IN SHARES

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (''SFO'')) which are required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO) or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules to be notified to the Company and the Stock Exchange, were as follows:

Long Position in Shares

Name of Director	Nature of Interest and Capacity
Wei Jun	Interest in controlled corporation (Note 1)
Zhang Bizhuang	Interest in controlled corporation (Note 2)
	Beneficial owner
Jiang Yong	Beneficial owner
Wang Kunxian	Interest in controlled corporation (Note 3)
	Beneficial owner
Han Aizhi	Interest in controlled corporation (Note 4)
	Beneficial owner
Song Xichen	Interest in controlled corporation (Note 5)
	Beneficial owner
Chen Junzhu	Beneficial owner
Wu Gang	Beneficial owner
Qiao Jianmin	Beneficial owner

		Approximate
		Percentage of
		Shareholding
Number	in our
of Shares	Company
620,000,000	(L)	18.935%
153,130,224	(L)	4.677%
99,300,000	(L)	3.033%
2,400,000	(L)	0.073%
26,708,760	(L)	0.816%
11,460,000	(L)	0.350%
26,708,760	(L)	0.816%
13,200,000	(L)	0.403%
26,708,760	(L)	0.816%
11,460,000	(L)	0.350%
2,400,000	(L)	0.073%
2,400,000	(L)	0.073%
2,400,000	(L)	0.073%

- 13 -

APPENDIX II	GENERAL INFORMATION

Notes:

1. MEFUN GROUP LIMITED holds 620,000,000 shares of the Company, representing 18.935% of the issued shares of the Company. Mr. Wei Jun holds 65.97% interests of the issued share capital of MEFUN GROUP LIMITED. Accordingly, Mr. Wei Jun is deemed to be interested in the 620,000,000 Shares held by MEFUN GROUP LIMITED by virtue of the SFO.
2. Goldmics Investments Limited (''Goldmics Investments'') holds 153,130,224 shares of the Company, representing 4.677% of the issued shares of the Company. Mr. Zhang Bizhuang holds 40% interest of the issued share capital of Goldmics Investments, and Ms. Du Jichun, his spouse, holds the remaining 60% interest. Therefore, Mr. Zhang Bizhuang is deemed to be interested in the shares of the Company held by Goldmics Investments by virtue of the SFO.
3. Glad Sharp Limited (''Glad Sharp'') holds 26,708,760 shares of the Company, representing 0.816% of the issued shares of the Company. Mr. Wang Kunxian owns the entire issued share capital of Glad Sharp and is therefore deemed to be interested in the shares of the Company held by Glad Sharp by virtue of the SFO.
4. Crownova Limited (''Crownova'') holds 26,708,760 shares of the Company, representing 0.816% of the issued shares of the Company. Ms. Han Aizhi owns the entire issued share capital of Crownova and is therefore deemed to be interested in the shares of the Company held by Crownova by virtue of the SFO.
5. Winfun Investments Limited (''Winfun'') holds 26,708,760 shares of the Company, representing 0.816% of the issued shares of the Company. Mr. Song Xichen holds 50% interest of the issued share capital of Winfun, and Ms. Xu Li, his spouse, holds the remaining 50% interest. Therefore, Mr. Song Xichen is deemed to be interested in the shares of the Company held by Winfun by virtue of the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, and chief executive of the Company or the chairman or their respective associates of the Company had registered an interest or short position in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or which will be required, pursuant to Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

- 14 -

APPENDIX II	GENERAL INFORMATION

3. SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS IN SHARES

So far as is known to the Directors, as at the Latest Practicable Date, the following person (not being Directors or chief executive of the Company) had, or were deemed to have, interest or short position in the Shares of the underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was interested in 5% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

Name of Shareholder Nature of Interest and Capacity

MEFUN GROUP	Beneficial owner
LIMITED
Du Jichun	Interest of spouse(Note 1)
	Interest in controlled corporation(Note 2)
Notes:

	Approximate
	Percentage of
	Shareholding
	in our
Number of Shares	Company
620,000,000 (L)	18.935%
99,300,000	3.033%
153,130,224	4.677%

1. Ms. Du Jichun is the spouse of Mr. Zhang Bizhuang. By virtue of the provisions of Divisions 2 and 3 of Part XV of the SFO, Ms. Du Jichun is deemed to be interested in all the shares held by Mr. Zhang Bizhuang.
2. Goldmics Investments holds 153,130,224 shares of the Company, representing 4.677% of the issued shares of the Company. Ms. Du Jichun holds 60% interest of the issued share capital of Goldmics Investments, and Mr. Zhang Bizhuang, her spouse, holds the remaining 40% interest. Therefore, Ms. Du Jichun is deemed to be interested in the shares of the Company held by Goldmics Investments by virtue of the SFO.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, no person (other than a Director or chief executive of the Company) had any interests or short positions in the Shares and the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was interested in 5% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

4. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, none of the Directors and their respective associates has an interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or have or may have any other conflict of interest with the Group pursuant to the Listing Rules.

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APPENDIX II	GENERAL INFORMATION

5. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has any existing or proposed service contract with the Company (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration proceedings of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against any member of the Group.

7. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Company and its subsidiaries since 30 June 2019, the date to which the latest published financial statements of the Group were made up.

8. DIRECTORS' INTERESTS IN ASSETS/CONTRACTS OR ARRANGEMENT

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group since 30 June 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up. None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group.

9. MATERIAL CONTRACTS

As at the Latest Practicable Date, save for the followings, no other contract (not being contracts in the ordinary course of business) has been entered into by members of the Group within two years immediately preceding the date of this circular which are or may be material:

1. the equity transfer and capital increase agreement dated 27 September 2017 and entered into between Zhejiang Shengguan Industrial Co., Ltd.* (浙江勝管實業有 限公司) (''Zhejiang Shengguan''), Shanghai Xinfeng Enterprise Group Co., Ltd.* (上海新鋒企業集團有限公司) (''Shanghai Xinfeng''), Xinfeng Holdings (Beijing) Co., Ltd.* (新鋒控股（北京）有限公司), Shanghai Xinfeng Tianyuan Investment Centre (Limited Partnership)* (上海新鋒天源投資中心（有限合夥）) and Beijing Zhongdian Jieneng Investment Centre (Limited Partnership)* (北京中電潔能投資 中心（有限合夥)) (''Zhongdian Jieneng''), pursuant to which Zhejiang Shengguan agreed to (i) acquire and Zhongdian Jieneng agreed to dispose of 25.523% equity

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APPENDIX II	GENERAL INFORMATION

interests of Shanghai Xinfeng for a consideration of RMB191.42 million, and (ii) make a capital contribution of RMB70 million to Shanghai Xinfeng (the ''Equity Transfer and Capital Increase Agreement'');

1. the disposal agreement dated 17 November 2017 and entered into between Gold Apple Holdings Limited (''GAHL'') and an independent third party pursuant to which GAHL agreed to transfer 100% equity interest in Macao Shengling Commerce & Trade Limited (澳門勝嶺商貿一人有限公司) to the independent third party for a consideration of HK$5,000, subject to and in accordance with the terms and conditions thereunder (the ''First Disposal Agreement'');
2. the disposal agreement dated 17 November 2017 and entered into between Siu Thai Holdings Limited (''STHL'') and an independent third party pursuant to which STHL agreed to transfer 100% equity interest in Shengli Enterprise Holdings Limited (勝利實業控股有限公司) to the independent third party for a consideration of HK$15,000, subject to and in accordance with the terms and conditions thereunder (the ''Second Disposal Agreement'');
3. the deed of termination dated 21 December 2017 and entered into between the parties to the First Disposal Agreement, pursuant to which the parties agreed to terminate the First Disposal Agreement;
4. the deed of termination dated 21 December 2017 and entered into between the parties to the Second Disposal Agreement, pursuant to which the parties agreed to terminate the Second Disposal Agreement;
5. the fifth supplemental agreement dated 22 December 2017 and entered into between GAHL and an independent third party, pursuant to which the parties agreed to extend the long stop date of the transfer of 56% equity interest in Blossom Time Group Limited to 30 September 2018 (the ''Share Transfer Agreement'');
6. the supplemental agreement dated 8 February 2018 and entered into between the parties to the Equity Transfer and Capital Increase Agreement, pursuant to which the date of Zhejiang Shengguan's capital contribution into Xinfeng Energy is extended to on or before 30 September 2018;
7. the supplemental agreement dated 8 February 2018 and entered into between Zhejiang Shengguan, Shanghai Guoxin and two independent third parties, pursuant to which the date of Zhejiang Shengguan and one of the independent third parties' capital injection into Shanghai Guoxin is extended to on or before 30 September 2018;
8. the second supplemental agreement dated 28 September 2018 and entered into between the parties to the Equity Transfer and Capital Increase Agreement, pursuant to which the date of Zhejiang Shengguan's capital contribution into Xinfeng Energy is extended to on or before 30 September 2021;

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APPENDIX II	GENERAL INFORMATION

1. the sixth supplemental agreement dated 28 September 2018 and entered into between the parties to the Share Transfer Agreement, pursuant to which the parties agreed to use their best effort to negotiate future cooperation methods and solutions to proceed further in their cooperation;
2. the sale and purchase agreement dated 26 October 2018 entered into between Shandong Shengli Steel Pipe Co., Ltd* (山東勝利鋼管有限公司) (''Shandong Shengli Steel Pipe'') (as vendor) and an Independent Third Party (as purchaser) pursuant to which Shandong Shengli Steel Pipe agreed to transfer 100% equity interest in Shengli Steel Pipe (Dezhou) Co., Ltd.* (勝利鋼管（德州）有限公司) to the purchaser for a consideration of RMB20 million;
3. the sale and purchase agreement dated 18 June 2019 entered into between STHL (as vendor) and an independent third party (as purchaser) pursuant to which STHL agreed to transfer 100% equity interest in Shengli Enterprise Holdings Limited (together with its wholly-owned subsidiaries, namely Guangdong Shengli Trading Co., Ltd. and Zhuhai Hengqin New Area Hongjie Commerce & Trade Development Co., Ltd.), for a total cash consideration of HK$10,000;
4. the joint venture agreement dated 20 February 2019 entered into between STHL and an independent third party in relation to, among others, the establishment of Shengli Aviation Leasing Investment Holding Company Limited; and
5. the Sale and Purchase Agreement.

10. MISCELLANEOUS

1. The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
2. The principal place of business of the Company in Hong Kong is located at Room 2111, 21st Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong.
3. The headquarter of the Company in the PRC is located at Zhongbu Town, Zhangdian District, Zibo City, Shandong Province, the PRC.
4. The branch share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
5. The company secretary of the Company is Mr. Hong Kam Le, who is a practicing solicitor in Hong Kong.
6. In the event of any inconsistency the English text of this circular shall prevail over the Chinese text.

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APPENDIX II	GENERAL INFORMATION

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Room 2111, 21st Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong during normal business hours for a period of 14 days from the date of this circular:

1. the memorandum and articles of association of the Company;
2. the material contract referred to in the paragraph headed ''Material Contracts'' in this Appendix;
3. the annual reports of the Company for each of the two years ended 31 December 2017 and 2018; and
4. this circular.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SHENGLI OIL & GAS PIPE HOLDINGS LIMITED

勝 利 油 氣 管 道 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1080)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ''EGM'') of the shareholders of Shengli Oil & Gas Pipe Holdings Limited (the ''Company'') will be held at the office building of Shandong Shengli Steel Pipe Co., Ltd., Zhongbu Town, Zhangdian District, Zibo City, Shandong Province, the PRC on Wednesday, 16 October 2019 at 2 : 00 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

''THAT the conditional sale and purchase agreement dated 15 August 2019 (the ''Agreement'') entered into between Shenzhen Zhongcheng NEEQ Investment Corporation LLP* (深圳中城新三板投資企業（有限合夥）) (''Shenzhen Zhongcheng'') and Zhejiang Shengguan Industries Company Limited* (浙江勝管實業有限公司) (''Zhejiang Shengguan'') in respect of the disposal of the 45% equity interests in Shanghai Guoxin Industrial Co., Ltd* (上海國心實業有限公司), being all of the equity interests held by Zhejiang Shengguan, to Shenzhen Zhongcheng, a copy of which has been produced to the meeting and contained in the document marked ''A'' for the purpose of identification, and the transactions contemplated under the Agreement, be

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NOTICE OF EXTRAORDINARY GENERAL MEETING

and are hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorized for and on behalf of the Company to sign, execute, perfect and deliver all such other documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary to carry the Agreement into effect.''

Yours Faithfully

By Order of the Board

Shengli Oil & Gas Pipe Holdings Limited

Zhang Bizhuang

Executive Director & Chief Executive Officer

Zibo, Shandong, 25 September 2019

As at the date of this circular, the Directors of the Company are:

Executive Directors Mr. Zhang Bizhuang, Mr. Jiang Yong, Mr. Wang Kunxian, Ms. Han Aizhi and Mr. Song Xichen

Non-executive Director Mr. Wei Jun

Independent non- Mr. Chen Junzhu, Mr. Wu Geng and Mr. Qiao Jianmin executive Directors

Notes:

1. In order to ascertain the entitlement of Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 11 October 2019 to Wednesday, 16 October 2019, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4 : 30 p.m. on Thursday, 10 October 2019.
2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, under its seal and under the hand of an officer, attorney or other person duly authorized to sign the same.
2. In order to be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
3. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened.
4. Where there are joint holders of any Share, any one of such joint holder may vote either in person or by proxy in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting, 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 holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

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