Petro-King Oilfield Services Limited 百勤油田服務有限公司

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. Capitalised terms used herein shall have the same meanings as those defined in the section headed “Definitions” in this Prospectus, unless otherwise stated. If you have sold or transferred all your shares in Petro-king Oilfield Services Limited, you should at once hand this Prospectus and the accompanying PAL(s) and EAF(s) to the purchaser(s) or other transferee(s) or bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). A copy of this Prospectus, together with copies of the documents specified in the paragraphs headed “Documents delivered to the Registrar of Companies” in Appendix III to this Prospectus, have been registered with the Hong Kong Companies Registry as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Hong Kong Companies Registry, takes no responsibility for the contents of any of these documents. You should read the whole of the Issue Documents including the discussions of certain risks and other factors as set out in the paragraphs headed “Warnings of the Risks of Dealing in the Shares and Nil-Paid Rights Shares” in the “Letter from the Board” in this Prospectus. Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement date of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange and you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the general rules of CCASS and CCASS operational procedures in effect from time to time. Hong Kong Exchanges and Clearing Limited, the Stock Exchange, HKSCC and the SFC take no responsibility for the contents of the Issue Documents, 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 the Issue Documents. The securities described herein have not been registered under the US Securities Act or the laws of any state in the United States and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the US Securities Act and applicable state laws. There is no intention to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States. Neither this Prospectus nor any copy hereof may be circulated, distributed, forwarded, delivered or redistributed, electronically or otherwise, directly or indirectly, to persons within the United States, and may not be relied upon as a basis for any investment decision or for any other purpose by any person within the United States. Any failure to comply with this restriction may constitute a violation of US securities laws. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Shares or fully-paid Rights Shares in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. Except as otherwise set out in this Prospectus, the Rights Issue is not being extended to Shareholders with registered addresses in, or investors who are located or resident in, any jurisdictions outside Hong Kong. This Prospectus has not been lodged or registered with any of the relevant authorities in any jurisdiction other than Hong Kong.

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) PROPOSED RIGHTS ISSUE OF 154,341,411 RIGHTS SHARES AT HK$0.98 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY SEVEN EXISTING SHARES HELD ON THE RECORD DATE Underwriters Jereh International (Hong Kong) Co., Limited Financial Adviser to the Company

Capitalised terms used in this cover shall have the same meanings as those defined in this Prospectus. The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Tuesday, 27 January 2015. The procedures for application and payment or transfer of the Rights Shares are set out on pages 18 to 24 of this Prospectus. The Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriters by notice in writing to the Company to terminate the several obligations of the Underwriters thereunder on the occurrence of certain events including force majeure. These events are set out in the section headed “Termination of the Underwriting Agreement” on pages 28 to 29 of this Prospectus. Shareholders should note that the existing Shares have been dealt in on ex-rights basis from Tuesday, 6 January 2015. The Rights Shares in their nil-paid form will be dealt in from Thursday, 15 January 2015 to Thursday, 22 January 2015 (both days inclusive). If prior to the Latest Time for Termination, the Underwriters terminate the Underwriting Agreement or if any of the other conditions of the Rights Issue as set out in the paragraphs headed “Conditions of the Rights Issue and the Underwriting Agreement” contained in this Prospectus is not fulfilled or waived (as applicable), the Rights Issue will not proceed. If the Underwriters terminate or rescind the Underwriting Agreement, the Rights Issue will not proceed. Any dealings in the Shares up to the date on which all the conditions of the Rights Issue are fulfilled and the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases, will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing the Shares who is in any doubt about his/her/its position is recommended to consult his/her/its own professional adviser.

13 January 2015 NOTICES

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Rights Issue is conditional upon the fulfilment of the conditions as described in the paragraphs headed “Conditions of the Rights Issue and the Underwriting Agreement” in this Prospectus. If any of the conditions of the Rights Issue is not fulfilled or waived (as applicable), the Rights Issue will not proceed. It should be noted that existing Shares have been dealt with on an ex-rights basis from Tuesday, 6 January 2015. The Rights Shares in their nil-paid form are expected to be dealt in from Thursday, 15 January 2015 to Thursday, 22 January 2015 (both days inclusive). If the Underwriters terminate the Underwriting Agreement, or the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed.

Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or the Rights Shares in their nil-paid forms is advised to exercise caution when dealing in the Shares and/or Rights Shares. Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s). Any Shareholder or other person dealing in Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases), will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING EXTENDED TO SHAREHOLDERS WITH REGISTERED ADDRESSES IN, OR INVESTORS WHO ARE LOCATED OR RESIDENT IN, ANY OF THE JURISDICTIONS OUTSIDE HONG KONG. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Shares or fully-paid Rights Shares in any jurisdiction in which such an offer, invitation or solicitation is unlawful. None of the nil-paid Rights Shares, the fully-paid Rights Shares, this Prospectus, the PAL and the EAF have been or will be registered or filed under the securities laws of any jurisdiction or with any securities commission or similar regulatory authority in any jurisdiction outside Hong Kong and none of the nil-paid Rights Shares, the fully-paid Rights Shares, this Prospectus, the PAL and the EAF will qualify for distribution under any of the relevant securities laws of any of the jurisdictions outside Hong Kong. Accordingly, the nil-paid Rights Shares and the fully-paid Rights Shares may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within any jurisdictions outside Hong Kong absent registration or qualification under the respective securities laws of such jurisdictions outside Hong Kong, or exemption from the registration or qualification requirement under applicable rules of such jurisdictions.

Shareholders with registered addresses in, and investors who are located or resident in, any of the jurisdictions outside Hong Kong are referred to the paragraphs headed “Excluded Shareholders” under the section headed “Letter from the Board” of this Prospectus.

–i– NOTICES

FORWARD-LOOKING STATEMENTS

All statements in this Prospectus other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements may be identified by the use of words such as “might”, “may”, “could”, “would”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “plan”, “seek”, “continue”, “illustrate”, “illustration”, “projection” or similar expressions and the negative thereof. Forward-looking statements in this Prospectus include, without limitation, statements in respect of the Group’s business strategies, service offerings, market position, competition, financial prospects, performance, liquidity and capital resources, as well as statements regarding trends in the relevant industries and markets in which the Group operates, technological advances, financial and economic developments, legal and regulatory changes and their interpretation and enforcement.

The forward-looking statements in this Prospectus are based on management’s present expectations about future events. Management’s present expectations reflect numerous assumptions regarding the Group’s strategy, operations, industry, developments in the credit and other financial markets and trading environment. By their nature, they are subject to known and unknown risks and uncertainties, which could cause actual results and future events to differ materially from those implied or expressed by forward-looking statements. Should one or more of these risks or uncertainties materialise, or should any assumptions underlying forward-looking statements prove to be incorrect, the Group’s actual results could differ materially from those expressed or implied by forward-looking statements. Additional risks not known to the Group or that the Group does not currently consider material could also cause the events and trends discussed in this Prospectus not to occur, and the estimates, illustrations and projections of financial performance not to be realised.

Prospective investors are cautioned that forward-looking statements speak only as at the date of publication of this Prospectus. Except as required by applicable law, the Group does not undertake, and expressly disclaims, any duty to revise any forward-looking statement in this Prospectus, be it as a result of new information, future events or otherwise.

–ii– TABLE OF CONTENTS

Page

DEFINITIONS ...... 1

SUMMARY OF THE RIGHTS ISSUE ...... 7

EXPECTED TIMETABLE ...... 9

TERMINATION OF THE UNDERWRITING AGREEMENT ...... 11

LETTER FROM THE BOARD ...... 12

APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ...... I-1

APPENDIX II – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ...... II-1

APPENDIX III – GENERAL INFORMATION ...... III-1

– iii – DEFINITIONS

In this Prospectus, the following terms shall have the meanings respectively set opposite them unless the context requires otherwise:

“Acceptance Date” the last date for acceptance of, and payment for, the Rights Shares

“Announcement” the announcement of the Company dated 24 December 2014, in relation to, among other things, the proposed Rights Issue

“Beneficial Owner(s)” any beneficial owner(s) of Shares whose Shares are registered in the name of a registered Shareholder

“Board” the board of Directors

“Business Day” a day (other than a Saturday and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or in effect between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which commercial banks in Hong Kong are open for business

“BVI” British Virgin Islands

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

“CCASS Clearing Participant” a person admitted by HKSCC to participate in CCASS as a direct clearing participant or general clearing participant

“CCASS Custodian Participant” a person admitted by HKSCC to participate in CCASS as a custodian participant

“CCASS Investor Participant” a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation

“CCASS Participant” a CCASS Clearing Participant or a CCASS Custodian Participant or a CCASS Investor Participant

–1– DEFINITIONS

“China Galaxy” China Galaxy International Securities (Hong Kong) Co., Limited, a licensed corporation to conduct type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the compliance adviser to the Company, the financial adviser to the Company in relation to the Rights Issue and one of the Underwriters

“Committed Shares” the aggregate of 87,028,530 Rights Shares which the Undertaking Covenantors have undertaken to subscribe

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), including its amendments from time to time

“Companies (WUMP) the Companies (Winding Up and Miscellaneous Ordinance” Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), including its amendments from time to time

“Company” Petro-king Oilfield Services Limited (stock code: 2178), a company incorporated in the BVI with limited liability and whose Shares are listed on the main board of the Stock Exchange

“connected persons” has the meaning ascribed thereto under the Listing Rules

“controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules

“CSOF” CSOF Inno Investments Limited, a company incorporated in the BVI with limited liability, and a Shareholder holding approximately 1.33% of the issued Shares of the Company as at the Latest Practicable Date

“Despatch Date” 13 January 2015, being the expected date of despatch of the Issue Documents (or such later date as may be agreed between the Company and the Underwriters)

“Director(s)” the director(s) of the Company

–2– DEFINITIONS

“EAF(s)” the excess application form(s) for application for excess Rights Shares proposed to be issued to the Qualifying Shareholders in connection with the Rights Issue

“Everbright” Everbright Inno Investments Limited, a company incorporated in the BVI with limited liability, and a Shareholder holding approximately 0.64% of the issued Shares of the Company as at the Latest Practicable Date

“Excluded Shareholders” the Overseas Shareholders in respect of whom the Board, after making relevant enquiries, considers it necessary or expedient not to offer the Rights Shares to such Overseas Shareholder(s) on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

“Group” the Company and its subsidiaries

“HKSCC” Hong Kong Securities Clearing Company Limited

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Intermediary” in relation to a Beneficial Owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, the Beneficial Owner’s broker, custodian, nominee or other relevant person who is a CCASS Participant or who has deposited the Beneficial Owner’s Shares with a CCASS Participant

“Irrevocable Undertakings” each of the irrevocable undertakings dated 24 December 2014 given by each of the Undertaking Covenantors

“Issue Documents” the Prospectus, the PAL and the EAF despatched to the Qualifying Shareholders on the Despatch Date and any such supplementary prospectus to be despatched to the Qualifying Shareholders (if required)

–3– DEFINITIONS

“Jade Win” Jade Win Investment Limited, a company incorporated in the BVI with limited liability, and a Shareholder holding approximately 6.87% of the issued Shares of the Company as at the Latest Practicable Date

“Jereh” Jereh International (Hong Kong) Co., Limited, a company incorporated in Hong Kong with limited liability, and a Shareholder holding approximately 0.74% of the issued Shares of the Company as at the Latest Practicable Date and being one of the Underwriters

“King Shine” King Shine Group Limited, a company incorporated in the BVI with limited liability, and a Shareholder holding approximately 31.42% of the issued Shares of the Company as at the Latest Practicable Date

“Last Trading Day” 24 December 2014, being the last trading day for the Shares on the Stock Exchange before the release of the Announcement

“Latest Practicable Date” 9 January 2015, being the latest practicable date prior to the printing of this Prospectus for the purpose of ascertaining certain information in this Prospectus

“Latest Time for Termination” 4:00 p.m. on the first Business Day following the Acceptance Date, being the latest time for the termination of the Underwriting Agreement

“Listing Committee” has the meaning ascribed thereto under the Listing Rules

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Overseas Shareholders” the Shareholders whose addresses as shown in the register of members of the Company as at the close of business on the Record Date are outside Hong Kong

“PAL(s)” the provisional allotment letter(s) for the Rights Shares issued to the Qualifying Shareholders in respect of their entitlements under the Rights Issue

–4– DEFINITIONS

“PRC” the People’s Republic of China (excluding, for the purpose of this Prospectus, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan)

“Pre-IPO Share Option Scheme” the share option scheme adopted by the Company on 20 December 2010 (as supplemented and amended by an addendum on 25 September 2012)

“Prospectus” this prospectus issued by the Company for the Rights Issue

“Qualifying Shareholders” Shareholders, whose names appeared on the register of members of the Company as at the close of business on the Record Date, other than the Excluded Shareholders

“Record Date” 12 January 2015, being the date by reference to which entitlements of the Shareholders to participate in the Rights Issue will be determined (or such other date as the Underwriters may agree in writing with the Company)

“Registered Owner” in respect of a Beneficial Owner, a nominee, trustee, depository or any other authorised custodian or third party which is the registered holder in the register of members of the Company of the Shares in which the Beneficial Owner is beneficially interested

“Rights Issue” the proposed issue by way of rights of Rights Shares in the proportion of one (1) Rights Share for every seven (7) existing Shares held on the Record Date to the Qualifying Shareholders at the Subscription Price

“Rights Share(s)” 154,341,411 Shares to be allotted and issued under the Rights Issue

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), including its amendments from time to time

“Share Options” the options granted by the Company to subscribe for Shares pursuant to the Pre-IPO Share Option Scheme

“Share Option Scheme” the share option scheme adopted by the Company on 18 February 2013

–5– DEFINITIONS

“Share(s)” ordinary shares of the Company with no par value

“Shareholder(s)” holder(s) of the Shares

“Share Registrar” Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, the Company’s Hong Kong branch share registrar

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subscription Price” HK$0.98 per Rights Share

“Termbray Natural Resources” Termbray Natural Resources Company Limited, a company incorporated in the BVI with limited liability, and a Shareholder holding approximately 31.54% of the issued Shares of the Company as at the Latest Practicable Date

“Undertaking Covenantors” King Shine, Termbray Natural Resources, Jade Win, CSOF, Everbright, Jereh and Ko Po Ming

“Underwriters” China Galaxy and Jereh

“Underwriting Agreement” the underwriting agreement dated 24 December 2014 entered into between the Company and the Underwriters in relation to the Rights Issue

“Underwritten Shares” the Rights Shares other than the Committed Shares

“US Securities Act” the US Securities Act of 1933, as amended

“US”, “USA” or “United States” the United States of America (including its territories and dependencies, any state in the United States and the District of Columbia)

“US$” United States dollars, the lawful currency of the United States

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“%” per cent or percentage

–6– SUMMARY OF THE RIGHTS ISSUE

The following information is derived from, and should be read in conjunction with the full text of this Prospectus:

The Rights Issue : The Rights Issue provides a means for the Company to raise additional capital by offering to Qualifying Shareholders the right to subscribe for further Shares in proportion to their existing shareholdings.

Basis of the Rights Issue : One (1) Rights Share for every seven (7) existing Shares held by Qualifying Shareholders on the Record Date

Subscription Price : HK$0.98 for each Rights Share

Number of Shares in issue : 1,080,389,883 Shares as at the Latest Practicable Date

Number of Rights Shares to : 154,341,411 Rights Shares be issued

Underwriters : China Galaxy and Jereh

Enlarged issued Shares of : 1,234,731,294 Shares the Company upon completion of the Rights Issue

Latest time for acceptance : 4:00 p.m. on 27 January 2015

Amount to be raised : Approximately HK$151.25 million, before expenses

Rights of excess : Qualifying Shareholders may apply for Rights Shares applications in excess of their provisional allotment

As at the Latest Practicable Date, King Shine, Termbray Natural Resources (both being controlling Shareholders), Jade Win, Jereh, CSOF, Everbright and Ko Po Ming, a non-executive Director, held 339,492,414 Shares, 340,774,104 Shares, 74,242,724 Shares, 7,971,000 Shares, 14,351,000 Shares, 6,935,000 Shares and 1,000,000 Shares, respectively, representing approximately 31.42%, 31.54%, 6.87%, 0.74%, 1.33%, 0.64% and 0.09% of the total issued Shares, respectively.

–7– SUMMARY OF THE RIGHTS ISSUE

Pursuant to the respective Irrevocable Undertakings, King Shine, Termbray Natural Resources (both being controlling Shareholders), Jade Win, Jereh, CSOF, Everbright and Ko Po Ming have irrevocably and unconditionally undertaken to take up 36,600,000 Right Shares, 35,500,000 Right Shares, 10,606,103 Right Shares, 1,138,714 Right Shares, 2,050,142 Right Shares, 990,714 Right Shares and 142,857 Right Shares, respectively.

Pursuant to the Underwriting Agreement, the Underwriters have conditionally agreed to subscribe or procure subscribers to subscribe for all Underwritten Shares that are not taken up, subject to the terms and conditions set out in the Underwriting Agreement, in particular the fulfillment of the conditions contained therein.

The aggregate number of nil-paid Rights Shares provisionally allotted pursuant to the terms of the Rights Issue represents approximately 14.29% of the Company’s total number of Shares in issue as at the Latest Practicable Date and approximately 12.50% of the Company’s Shares in issue as enlarged by the Rights Issue.

As at the Latest Practicable Date, there were outstanding Share Options granted by the Company pursuant to the Pre-IPO Share Option Scheme which entitle the holders thereof to subscribe for 2,295,487 Shares prior to the Record Date and the holders of the outstanding Share Options have irrevocably and unconditionally undertaken not to exercise the Share Options before the completion of the Rights Issue. None of these outstanding Share Options has been exercised as at the Latest Practicable Date. None of the share options granted on 29 April 2014 under the Share Option Scheme has been vested.

Save as disclosed above, the Company has no outstanding convertible securities, options or warrants in issue which entitle the holders thereof to subscribe for or convert into any Shares prior to the Record Date nor has entered into any agreement to do any of the foregoing as at the Latest Practicable Date.

–8– EXPECTED TIMETABLE

The expected timetable for the Rights Issue and the associated trading arrangement are set out below:

Event

First day for dealings in nil-paid Rights Shares ...... 9:00 a.m. on Thursday, 15 January 2015

Latest time for splitting of nil-paid Rights Shares ...... 4:30 p.m. on Monday, 19 January 2015

Last day for dealings in nil-paid Rights Shares ...... 4:00 p.m. on Thursday, 22 January 2015

Latest time for acceptance of, and payments for, the Rights Shares and application and payment for excess Rights Shares ...... 4:00 p.m. on Tuesday, 27 January 2015

Latest time for the termination of the Underwriting Agreement ...... 4:00 p.m. on Wednesday, 28 January 2015

Announcement of results of the Rights Issue to be published on the respective websites of the Stock Exchange and the Company ...... Tuesday, 3 February 2015

Share certificates for fully-paid Rights Shares expected to be posted ...... Wednesday, 4 February 2015

Refund cheques for wholly and partially unsuccessful excess applications to be posted ...... Wednesday, 4 February 2015

Dealings in fully-paid Rights Shares commences ...... 9:00 a.m. on Thursday, 5 February 2015

Designated broker starts to stand in market to provide matching services for sale and purchase of odd lots Shares ...... 9:00 a.m. on Thursday, 5 February 2015

Designated broker ceases to stand in the market to provide matching services for sale and purchase of odd lots Shares ...... 4:00 p.m. on Friday, 27 February 2015

Notes:

(i) All times and dates in this Prospectus refer to Hong Kong local times and dates.

(ii) The dates or deadlines specified in this Prospectus for events in the timetable for (or otherwise in relation to) the Rights Issue are indicative only and may be extended or varied by the Company and the Underwriters. The Company will notify Shareholders in the event of any changes to the expected timetable as and when appropriate.

–9– EXPECTED TIMETABLE

Effect of bad weather on the latest time for acceptance of and payment for Rights Shares and application for excess Rights Shares

The latest time for acceptance of and payment for Rights Shares and application for excess Rights Shares will not take place at the time indicated above if there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning:

(i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Tuesday, 27 January 2015. Instead, the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; or

(ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Tuesday, 27 January 2015. Instead, the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on Tuesday, 27 January 2015, the dates mentioned in the paragraph headed “Expected Timetable for the Rights Issue” above may be affected. The Company will notify Shareholders by way of a separate announcement of any change to the expected timetable as soon as practicable.

–10– TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement contains provisions granting the Underwriters, by notice in writing to the Company, the right to terminate the Underwriting Agreement on the occurrence of certain events.

The Underwriters may by notice in writing to the Company, served prior to the Latest Time for Termination, rescind or terminate the Underwriting Agreement if, at any time prior to the Latest Time for Termination:

(a) there occurs any new regulation or any change in the existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

(b) there occurs any local, national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, or after the date of the Underwriting Agreement, of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriters, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. If the Underwriting Agreement does not become unconditional or in the event the Underwriters exercise their rights to rescind or terminate the Underwriting Agreement prior to the Latest Time for Termination, then the Rights Issue will not proceed, and all obligation and liabilities of the parties to the Underwriting Agreement will cease and determine and no party will have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (save in respect of any antecedent breach of any obligation under the Underwriting Agreement and in respect of any costs, fees and other reasonable out-of-pocket expenses of the Underwriters (other than any underwriting commission) which will be borne by the Company). In such an event, the Company will make a further announcement at the relevant time.

–11– LETTER FROM THE BOARD

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)

Executive Directors: Registered Office: Mr. Wang Jinlong Commerce House Mr. Zhao Jindong Wickhams Cay 1 P.O. Box 3140 Non-executive Directors: Road Town, Tortola Mr. Ko Po Ming British Virgin Islands Mr. Lee Tommy VG1110 Ms. Ma Hua Principal place of Independent non-executive Directors: business in Hong Kong: Mr. He Shenghou Office No. 504, 5th Floor Mr. Tong Hin Wor Tower 1, Silvercord Mr. Wong Lap Tat Arthur No. 30 Canton Road Kowloon, Hong Kong

13 January 2015

To Qualifying Shareholders, and for information only, Excluded Shareholders

Dear Sir or Madam,

PROPOSED RIGHTS ISSUE OF 154,341,411 RIGHTS SHARES AT HK$0.98 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY SEVEN EXISTING SHARES HELD ON THE RECORD DATE

INTRODUCTION

Reference is made to the Announcement. On 24 December 2014, the Board announced that the Company proposed to raise approximately HK$147.93 million after deduction of expenses by way of the Rights Issue pursuant to which 154,341,411 Rights Shares will be issued at the Subscription Price of HK$0.98 per Rights Share. The Company has provisionally allotted one nil-paid Rights Share for every seven existing Shares held by the Qualifying Shareholders as at the close of business on the Record Date. The Qualifying Shareholders are entitled to apply for additional Rights Shares in excess of their respective entitlements under the Rights Issue. The Rights Issue will not be available to the Excluded Shareholders.

–12– LETTER FROM THE BOARD

The Rights Issue is subject to, among other things, the Underwriting Agreement becoming unconditional and not being terminated on the occurrence of certain events including force majeure.

The Underwritten Shares are underwritten in full on the terms and subject to the conditions set out in the Underwriting Agreement.

The purpose of this Prospectus is to provide you with further information regarding the Rights Issue, including information on dealings in, transfer of and application for the Rights Shares, and financial information and other information of the Group.

RIGHTS ISSUE

Issue statistics

Basis of the Rights Issue : One (1) Rights Share for every seven (7) existing Shares held by the Qualifying Shareholders on the Record Date

Subscription Price : HK$0.98 per Rights Share

Number of the Shares in : 1,080,389,883 Shares issue as at the Latest Practicable Date

Number of Rights Shares : 154,341,411 Rights Shares (assuming no new Shares being issued and there being no repurchase of Shares by the Company on or before the Record Date)

Underwriters : China Galaxy and Jereh

Number of Underwritten : 67,312,881 Rights Shares Shares

Enlarged issued Shares of : 1,234,731,294 Shares the Company

Amount to be raised : Approximately HK$151.25 million before expenses

Rights of excess : Qualifying Shareholders may apply for Rights applications Shares in excess of their provisional allotment

–13– LETTER FROM THE BOARD

The aggregate number of nil-paid Rights Shares provisionally allotted pursuant to the terms of the Rights Issue represents approximately 14.29% of the Company’s total number of Shares in issue as at the Latest Practicable Date and represents approximately 12.50% of the Company’s Shares in issue as enlarged by the Rights Issue.

Qualifying Shareholders

The Rights Issue is only available to the Qualifying Shareholders and is not available to the Excluded Shareholders. This Prospectus, the PALs and EAFs have been sent to the Qualifying Shareholders only.

Qualifying Shareholders who take up their pro rata entitlements in full will not suffer any dilution to their shareholding interests in the Company (save as a result of fractional entitlements to Rights Shares). If a Qualifying Shareholder does not take up his/her/its entitlement under the Rights Issue in full, his/her/its proportionate shareholding in the Company will be diluted.

Distribution of Issue Documents

Distribution of the Issue Documents into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession the Issue Documents come (including, without limitation, agents, custodians, nominees and trustees) should inform themselves of and observe any such restrictions. Failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. Any Shareholder who is in any doubt as to his/her/its position should consult an appropriate professional adviser without delay. In particular, subject to certain exceptions as determined by the Company, this Prospectus should not be distributed, forwarded to or transmitted in, into or from any jurisdictions outside Hong Kong with or without the PAL and EAF. The Issue Documents have not been and will not be registered or filed under the applicable securities legislation of any jurisdiction other than Hong Kong.

Excluded Shareholders

As at the Latest Practicable Date, there was one Overseas Shareholder on the register of members of the Company, whose address was located in the BVI (the “BVI Shareholder”). Pursuant to Rule 13.36(2) of the Listing Rules, the Company has made enquiries regarding the legal restrictions under the applicable securities legislation of the relevant overseas jurisdiction and the requirements of the relevant regulatory bodies or stock exchanges with respect to the offer of the Rights Shares to Shareholders situated in such overseas jurisdiction.

–14– LETTER FROM THE BOARD

As at the Latest Practicable Date, the aggregate shareholding of Shareholders with registered addresses in the BVI represented approximately 31.42% of the issued Shares of the Company. On the basis of the legal advice received, details of which are set out in the paragraph headed “BVI Shareholder” below, the Directors do not consider that it is not necessary or expedient and not in the interests of the Company and Shareholders as a whole to offer the Rights Shares (in both nil-paid and fully-paid forms) to the BVI Shareholder on account either of the legal restrictions under the laws of the relevant place or any applicable requirements of the relevant regulatory body or stock exchange in that place. Therefore, the Rights Issue will be extended to such BVI Shareholder.

For the purposes of the Rights Issue, an Excluded Shareholder is:

(a) a Shareholder whose name appeared in the register of members of the Company as at the close of business on the Record Date and whose address as shown in such register is in any territory or jurisdiction outside Hong Kong and the BVI; and

(b) any Shareholder at that time who are otherwise known by the Company to be resident in any territory or jurisdiction outside Hong Kong and the BVI.

No person receiving a PAL or an EAF in any territory or jurisdiction other than Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in a territory or jurisdiction where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof or where the offer is made in reliance on any exemption or where compliance with the relevant legal or regulatory requirement will not, in the Board’s judgement, be unduly burdensome. Where permitted by the laws of the relevant overseas jurisdictions, the Company will send this Prospectus to the Excluded Shareholders for their information only.

Receipt of this Prospectus and/or a PAL and/or an EAF or the crediting of nil-paid Rights Shares to any stock account (including in CCASS) does not and will not constitute an offer in any jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus and/or other Issue Documents must be treated as sent for information only and should not be copied or redistributed. Persons (including, without limitation, agents, custodians, nominees and trustees) who receive a copy of this Prospectus and other Issue Documents or whose stock account in CCASS is credited with nil-paid Rights Shares should not, in connection with the Rights Issue, distribute or send the same in, into or from, or transfer nil-paid Rights Shares to any person in, into or from, any jurisdiction outside Hong Kong, unless offer to such jurisdictions could lawfully be made without compliance with any registration or other legal or regulatory requirements or where the offer is made reliance on any exemption or where compliance with the relevant legal or regulatory requirement will not, in the Board’s judgement, be unduly burdensome. If a PAL or an EAF or a credit of nil-paid Rights Shares in CCASS is received by any person in any such territory, or by his/her/its agent custodian, nominee or trustee, he/she/it should not seek to take up the rights referred to in the PAL or transfer the PAL (or apply for any excess Rights Shares under the EAF) or transfer the nil-paid Rights Shares in CCASS unless the Company, in its absolute discretion, determines that such actions would not violate applicable legal or regulatory requirements. Any person

–15– LETTER FROM THE BOARD

(including, without limitation, agents, custodians, nominees and trustees) who forwards this Prospectus and/or a PAL and/or an EAF in, into or from, any jurisdiction outside Hong Kong (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this section.

Notwithstanding any other provision in the Issue Documents, the Company reserves the right to permit any Shareholder (whether as a direct holder or a beneficial owner) whose registered address is in, or who is otherwise resident in, a jurisdiction other than Hong Kong to take up his/her/its nil-paid rights and/or apply for excess Rights Shares if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question.

BVI Shareholder

The Directors have made the necessary enquiries pursuant to Rule 13.36(2)(a) of the Listing Rules and have been advised that if the Rights Issue is made by the Company and Issue Documents relating to the Rights Issue will be sent to the BVI Shareholder solely by reason that such BVI Shareholder is an existing shareholder of the Company, there are no securities law or other similar laws in the BVI to comply with in order to enable the Company to include the BVI Shareholder in the Rights Issue.

The BVI legal advisers to the Company advised that the offer of the Rights Issue and the despatch of the Issue Documents relating to the Rights Issue, to the BVI Shareholder would not constitute an offer to subscribe for shares under the securities laws and regulations of the BVI. The Issue Documents relating to the Rights Issue are not required to be registered under the laws and regulations of the BVI. There are no BVI legal restrictions on (i) the despatch of the Issue Documents relating to the Rights Issue to the BVI Shareholder or (ii) the offer of the Rights Issue to the BVI Shareholder. Further, there is no requirement of any stock exchange in the BVI or similar regulatory body that limits the participation of the proposed Rights Issue by the BVI Shareholder.

Arrangements for Rights Shares which would otherwise have been available to the Excluded Shareholders

Arrangements have been made for the Rights Shares which would otherwise have been provisionally allotted to the Excluded Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in nil-paid Rights Shares end, if a premium (net of expenses) can be obtained. Any net proceeds of sale thereof, after deduction of expenses, will be distributed by the Company to the Excluded Shareholders in Hong Kong dollars, at their own risk, pro rata to their respective entitlements provided that if any of such persons would be entitled to a sum not exceeding HK$100, such sum will be retained by the Company for its own benefit. Any such unsold nil-paid Rights Shares to which such Excluded Shareholders would otherwise have been entitled, together with any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise not subscribed for by transferees of nil-paid Rights Shares, will be available for excess application by the Qualifying Shareholders under the EAF(s).

–16– LETTER FROM THE BOARD

Basis of provisional allotments

The basis of the provisional allotment shall be one (1) Rights Share (in nil-paid form) for every seven (7) existing Shares held by the Qualifying Shareholders as at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Underwriting Agreement and the Issue Documents.

Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing a PAL and lodging the same with a remittance for the Rights Shares being applied for with the Share Registrar on or before the Acceptance Date.

Subscription Price

The Subscription Price is HK$0.98 per Rights Share, payable in full by a Qualifying Shareholder upon acceptance of the provisional allotment of the Rights Shares under the Rights Issue or applications for excess Rights Shares, or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

(i) a discount of approximately 24.03% of the closing price of HK$1.29 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

(ii) a discount of approximately 26.32% to the closing price of HK$1.33 per Share as quoted on the Stock Exchange on the Last Trading Day;

(iii) a discount of approximately 23.81% to the theoretical ex-rights price of approximately HK$1.286 per Share, based on the closing price of HK$1.33 per Share as quoted on the Stock Exchange on the Last Trading Day;

(iv) a discount of approximately 27.41% to the average closing prices of approximately HK$1.350 per Share for the last five trading days as quoted on the Stock Exchange up to and including the Last Trading Day; and

(v) a discount of approximately 24.32% to the average closing prices of approximately HK$1.295 per Share for the last ten trading days as quoted on the Stock Exchange up to and including the Last Trading Day.

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Underwriters with reference to the market price of the Shares under the prevailing market conditions. The Directors (including the independent non-executive Directors) consider that the discount of the Subscription Price would encourage Shareholders to participate in the Rights Issue and accordingly maintain their shareholdings in the Company and participate in the future growth of the Group and the terms of the Rights Issue (including the rate of commission) to be fair and reasonable and in the interests of the Group and the Shareholders as a whole. Please also refer to the paragraph headed “Reasons for the Rights Issue and Use of Proceeds” in this Letter for further information.

–17– LETTER FROM THE BOARD

Status of Rights Shares

The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the fully-paid Rights Shares.

Certificates for the Rights Shares and Refund Cheques for the Rights Shares

Subject to the fulfilment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted on or about Wednesday, 4 February 2015 by ordinary post to the allottees, at their own risk, to their registered addresses. Refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares (if any) are expected to be posted on or about Wednesday, 4 February 2015 by ordinary post to the applicants, at their own risk, to their registered addresses.

Fractions of Rights Shares

The Company will not provisionally allot fractions of Rights Shares in nil-paid form to the Qualifying Shareholders. All fractions of Rights Shares will be aggregated (and rounded down to the nearest whole number) and all nil-paid Rights Shares arising from such aggregation will be sold in the market for the benefit of the Company if a premium (net of expenses) can be achieved. Any unsold fractions of Rights Shares will be made available for excess application by the Qualifying Shareholders under the EAF(s).

The Company reserves the right to treat as invalid any acceptances of or applications for the nil-paid Rights Shares where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction. Furthermore, the Company reserves the right to treat as invalid any purported acceptance of the provisional allotment of Rights Shares comprised in a PAL and/or any application for excess Rights Shares under an EAF or to refuse to register any purported transfer of the rights represented thereby if it appears to the Company or its agents that acceptance of such provisional allotment of Rights Shares or transfer or the registration of such transfer may involve a breach of the laws or regulations of any territory or jurisdiction or if in respect thereof the Shareholder or its agent has not given the declaration set out in the PAL and/or an EAF in respect of such matters.

Procedures for acceptance and payment or transfer

General

Any person (including, without limitation, agents, nominees and trustees) wishing to take up his/her/its rights under the Rights Issue must satisfy himself/herself/itself as to the full observance of the applicable laws of any relevant territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. The attention of Shareholders with registered addresses in any of the jurisdictions outside Hong Kong or

–18– LETTER FROM THE BOARD who hold Shares on behalf of persons, and investors who are located or resided in, with such addresses is drawn to the paragraphs headed “Excluded Shareholders” in this Letter.

The Company may treat as invalid any instruction which appears to the Company to have been despatched from any of the jurisdictions outside Hong Kong and which may involve a breach of the laws of the relevant jurisdictions; or otherwise appears to the Company may involve a breach of the laws of any jurisdiction; or if the Company or its agents believes the same may violate any applicable legal or regulatory requirement.

Action to be taken by Qualifying Shareholders

Subscription for all Rights Shares provisionally allotted

A PAL is enclosed with this Prospectus for each Qualifying Shareholder which entitles him/her/it to subscribe for the number of Rights Shares shown in the PAL. If a Qualifying Shareholder wishes to accept all Rights Shares provisionally allotted to him/her/it as specified in the PAL, he/she/it must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with the Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by not later than 4:00 p.m. on Tuesday, 27 January 2015. All remittances must be made by cheque or banker’s cashier order in Hong Kong dollars. Cheques must be drawn on a bank account with, and banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “PETRO-KING OILFIELD SERVICES LIMITED – PROVISIONAL ALLOTMENT ACCOUNT” and crossed “ACCOUNT PAYEE ONLY”.

It should be noted that unless the PAL, together with the appropriate remittance, has been lodged with the Share Registrar by 4:00 p.m. on Tuesday, 27 January 2015, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled. The Company may, at its discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage.

Transfer and “splitting” of nil-paid Rights Shares

If a Qualifying Shareholder wishes to accept only part of his/her/its provisional allotment or transfer a part of his/her/its rights to subscribe for the Rights Shares provisionally allotted to him/her/it under the PAL or to transfer all or part of his/her/its rights to more than one person, the original PAL must be surrendered and lodged for cancellation not later than 4:30 p.m. on Monday, 19 January 2015 with the Share Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection at the Share Registrar after 9:00 a.m. on the second Business Day after the surrender of the original PAL. This process is commonly known as “splitting” the nil-paid Rights Shares.

–19– LETTER FROM THE BOARD

Having “split” the nil-paid Rights Shares, a Qualifying Shareholder who wishes to accept the provisional allotment of Rights Shares represented by a new PAL should do so in accordance with the instructions given above in relation to the subscription for the Rights Shares provisionally allotted.

If a Qualifying Shareholder wishes to transfer all of his/her/its nil-paid Rights Shares under a PAL (or a split PAL, as the case may be) to another person, he/she/it should complete and sign the registration information in the PAL and hand the PAL to the person to or through whom he/she/it is transferring his/her/its nil-paid Rights Shares. The transferee must then complete and sign the registration details in the PAL and lodge the PAL intact, together with a remittance for the full amount payable on acceptance with the Share Registrar by no later than 4:00 p.m. on Tuesday, 27 January 2015.

The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Qualifying Shareholders.

All cheques or banker’s cashier orders will be presented for payment immediately upon receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and lodgment of a PAL together with a cheque or banker’s cashier order in payment for the Rights Shares applied for will constitute a warranty by the applicant that the cheque or banker’s cashier order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any PAL in respect of which the cheque or banker’s cashier order is dishonoured on first presentation, and in that event the provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled.

No receipt will be given in respect of any application monies received.

The Company reserves the right to refuse to register any transfer in favour of any person in respect of which the Company believes such transfer may violate applicable legal or regulatory requirements.

If any of the conditions of the Rights Issue (as set out in the paragraph headed “Conditions of the Rights Issue and the Underwriting Agreement” in this Letter) is not fulfilled or waived (as applicable), the monies received in respect of acceptances of the Rights Shares will be refunded to the Qualifying Shareholders (or such other persons to whom the Rights Shares in their nil-paid form have been validly transferred) without interest, by means of cheques crossed “ACCOUNT PAYEE ONLY” to be despatched by ordinary post to their registered addresses, and in the case of joint applicants to the registered address of the first-mentioned person who appears on the register of members or the transfer form, at their own risk on or around Wednesday, 4 February 2015.

–20– LETTER FROM THE BOARD

Action to be taken by Beneficial Owners whose Shares are held by a Registered Shareholder (other than through CCASS)

If you are a Beneficial Owner whose Shares are registered in the name of a Registered Shareholder and you wish to subscribe for the Rights Shares provisionally allotted to such Registered Shareholder in respect of your Shares, or sell the respective nil-paid Rights Shares or “split” those nil-paid Rights Shares and accept part of the provisional allotment and sell the remaining part, you should contact the Registered Shareholder and provide the Registered Shareholder with instructions or make arrangements with the Registered Shareholder in relation to the acceptance, transfer and/or “splitting” of the nil-paid Rights Shares.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed “Expected Timetable” of this Prospectus and otherwise in accordance with the requirements of the Registered Shareholder in order to allow the Registered Shareholder sufficient time to ensure that your instructions are given effect.

Action to be taken by Beneficial Owners holding interests in Shares through CCASS

If you are a Beneficial Owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, and you wish to subscribe for the Rights Shares provisionally allotted to HKSCC Nominees Limited in respect of your Shares, or sell the respective nil-paid Rights Shares or “split” those nil-paid Rights Shares and accept part of the provisional allotment and sell the remaining part, you should (unless you are a CCASS Participant) contact your Intermediary and provide your Intermediary with instructions or make arrangements with your Intermediary in relation to the acceptance, transfer and/or “splitting” of the nil-paid Rights Shares.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed “Expected Timetable” of this prospectus and otherwise in accordance with the requirements of your Intermediary in order to allow your Intermediary sufficient time to ensure that your instructions are given effect. The procedure for acceptance, transfer and/or “splitting” by CCASS Participants of the Rights Shares provisionally allotted to CCASS stock accounts in respect of the Shares registered in the name of HKSCC Nominees Limited shall be in accordance with the “General Rules of CCASS”, the “CCASS Operational Procedures” and any other requirements of CCASS.

Beneficial Owners who are CCASS Participants should contact CCASS and provide CCASS with instructions or make arrangements with CCASS in relation to the manner in which such Beneficial Owners’ interests in nil-paid Rights Shares should be dealt with.

Application for excess Rights Shares

Qualifying Shareholders may apply, by way of excess application, for any unsold entitlements of the Excluded Shareholders, for any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise not subscribed for by transferees of nil-paid Rights Shares and for any unsold Rights Shares arising out of the aggregation of fractional entitlements.

–21– LETTER FROM THE BOARD

Action to be taken by Qualifying Shareholders who wish to apply for excess Rights Shares

Application for excess Rights Shares can be made only by duly completing and signing an EAF (in accordance with the instructions printed therein) and lodging the same with a separate remittance for the excess Rights Shares being applied for with the Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by not later than 4:00 p.m. on Tuesday, 27 January 2015.

All remittances must be made by cheque or banker’s cashier order in Hong Kong dollars. Cheques must be drawn on a bank account with, and banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “PETRO-KING OILFIELD SERVICES LIMITED – EXCESS APPLICATION ACCOUNT” and crossed “ACCOUNT PAYEE ONLY”.

The Directors will allocate the excess Rights Shares (if any) at their discretion on a fair and equitable basis, according to the principle that any excess Rights Shares will be allocated to Qualifying Shareholders who apply for them on a pro rata basis by reference to the number of excess Rights Shares applied for but no reference will be made to Rights Shares comprised in applications by PAL or the existing number of Shares held by Qualifying Shareholders. No preference will be given to topping up odd lots to whole board lots.

Investors whose Shares are held by nominee(s) (or which are held in CCASS) should note that the Board will regard a nominee company (including HKSCC Nominees Limited) whose name appears on the register of members of the Company as a single Shareholder under the aforesaid arrangement in relation to the allocation of excess Rights Shares. Accordingly, the aforesaid arrangement will not be extended to the beneficial owners individually.

All cheques and banker’s cashier orders will be presented for payment following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and lodgment of an EAF together with a cheque or banker’s cashier order in payment for the excess Rights Shares applied for will constitute a warranty by the applicant that the cheque or banker’s cashier order will be honoured on first presentation. Any EAF in respect of which a cheque or banker’s cashier order is dishonoured on first presentation is liable to be rejected.

No receipt will be given in respect of any application monies received.

An EAF is for use only by the person(s) to whom it is addressed and is not transferable. All documents, including cheques or banker’s cashier orders for amounts due, will be sent at the risk of the person(s) entitled thereto to their registered addresses by the Share Registrar. The Company may, at its discretion, treat an EAF as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it has not been completed in accordance with the relevant instructions.

–22– LETTER FROM THE BOARD

If no excess Rights Shares are allotted and issued to a Qualifying Shareholder, the amount tendered on application is expected to be refunded to that Qualifying Shareholder in full without any interest by means of cheque(s) despatched by ordinary post and at the risk of such Shareholder on or around Wednesday, 4 February 2015. If the number of excess Rights Shares allotted and issued to a Qualifying Shareholder is less than that applied for, the surplus application monies are also expected to be refunded to such Shareholder without any interest by means of cheque(s) despatched by ordinary post and at the risk of such Shareholder on or before Wednesday, 4 February 2015.

If any of the conditions of the Rights Issue (as set out in the paragraph headed “Conditions of the Rights Issue and the Underwriting Agreement” in this Letter) is not fulfilled or waived (as applicable), the Rights Issue will not proceed and the monies received in respect of applications for excess Rights Shares will be returned without interest to the relevant Qualifying Shareholders and, in the case of joint applicants, to the registered address of the first-mentioned person by means of cheque(s) to be despatched by ordinary post at their own risk on or around Wednesday, 4 February 2015.

Important notice to Beneficial Owners

Beneficial Owners whose Shares are held by a Registered Owner, or which are held in CCASS, should note that the Board will regard the Registered Owner (including HKSCC Nominees Limited) as a single Shareholder on the register of members of the Company. Accordingly, such Beneficial Owners should note that the above arrangement in relation to the allocation of the excess Rights Shares will not be extended to them individually.

Action to be taken by Beneficial Owners whose Shares are held by a Registered Owner (other than Shares deposited in CCASS) who wish to apply for excess Rights Shares

If you are a Beneficial Owner whose Shares are registered in the name of a Registered Owner and you wish to apply for excess Rights Shares, you should contact the Registered Owner and provide the Registered Owner with instructions or make arrangements with the Registered Owner in relation to such application. Such instructions and/or arrangements should be given or made in advance of the latest time for application and payment for excess Rights Shares stated in the section headed “Expected Timetable” in this Prospectus and otherwise in accordance with the requirements of the Registered Owner, in order to allow the Registered Owner sufficient time to ensure that your instructions are given effect.

–23– LETTER FROM THE BOARD

Action to be taken by Beneficial Owners holding interests in Shares through CCASS who wish to apply for excess Rights Shares

If you are a Beneficial Owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, and you wish to apply for excess Rights Shares, you should (unless you are a CCASS Investor Participant) contact your Intermediary and provide your Intermediary with instructions or make arrangements with your Intermediary in relation to the application for excess Rights Shares. Such instructions and/or arrangements should be given or made in advance of the date stated in the section headed “Expected Timetable” in this Prospectus and otherwise in accordance with the requirements of your Intermediary, in order to allow your Intermediary sufficient time to ensure that your instructions are given effect.

Beneficial Owners who are CCASS Participants should contact CCASS and provide CCASS with instructions or make arrangements with CCASS in relation to any applications for excess Rights Shares. HKSCC Nominees Limited will allocate the excess Rights Shares it receives to the relevant CCASS Participants pro rata to the number of excess Rights Shares each has applied for, or in such other manner as HKSCC Nominees Limited considers fair and appropriate which is pursuant to the allocation basis stipulated in Rule 8.10.4(ix) of the CCASS Operational Procedures. The procedures for application for excess Rights Shares shall be in accordance with the “General Rules of CCASS”, the “CCASS Operational Procedures” and any other requirements of CCASS.

Odd Lot Matching Services

In order to alleviate the difficulties arising from the existence of odd lots of Rights Shares arising from the Rights Issue, the Company has appointed Computershare Hong Kong Investor Services Limited to provide matching service for sale and purchase of odd lots of Rights Shares at the relevant market price per Rights Share, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Rights Shares to make up a full board lot, or to dispose of their holding of odd lots of the Rights Shares. Shareholders who wish to utilise the service should contact Computershare Hong Kong Investor Services Limited at (852) 2862 8555, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong during the period from Thursday, 5 February 2015 to Friday, 27 February 2015, both days inclusive.

Holders of odd lots of the Rights Shares should note that successful matching of the sale and purchase of odd lots of the Rights Shares is not guaranteed. If you are in any doubt as to the above arrangements, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

–24– LETTER FROM THE BOARD

Application for listing

The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares, in both their nil-paid and fully-paid forms. The nil-paid and fully-paid Rights Shares are expected to have the same board lot size as the Shares, i.e. 1,000 Shares in one board lot. No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange. It is expected that dealings in the Rights Shares in nil-paid form will commence on Thursday, 15 January 2015 and will end on Thursday, 22 January 2015 (both days inclusive) and dealings in the Rights Shares in fully paid form will commence on Thursday, 5 February 2015.

Stamp duty and other applicable fees and charges

Dealings in the Rights Shares in both their nil-paid and fully-paid forms which are registered in the branch register of members of the Company in Hong Kong will be subject to the payment of stamp duty and any other applicable fees and charges in Hong Kong.

Rights Shares will be eligible for admission into CCASS

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

THE UNDERWRITING AGREEMENT

Date : 24 December 2014 (after trading hours)

Underwriters : China Galaxy and Jereh

To the best of the Directors’ knowledge and information, save for China Galaxy being the compliance adviser to the Company and the financial adviser to the Company in relation to the Rights Issue, the Underwriters and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

–25– LETTER FROM THE BOARD

As of the Latest Practicable Date, Jereh held 7,971,000 Shares, representing approximately 0.74% of the issued Shares of the Company. To the best knowledge and belief of the Directors having made appropriate enquiries, Jereh is an indirect wholly-owned subsidiary of Yantai Jereh Oilfield Services Group Co., Ltd. (“Yantai Jereh”), the shares of which are listed on the Shenzhen Stock Exchange. Headquartered in Yantai, the PRC, Yantai Jereh is one of the leading providers of integrated solutions of oilfield equipment and services for oil and gas drilling, well intervention, well completion, natural gas transportation, natural gas liquefaction and environmental management in the PRC. Yantai Jereh currently has 18 subsidiaries with over 5,000 employees working globally, with worldwide sales and service centres established in Canada, South America, United Arab Emirates, Kazakhstan, Russia, Australia, Africa, Indonesia and Hong Kong.

Total number of : 67,312,881 Rights Shares. The Rights Shares not taken Rights Shares being up by Qualifying Shareholders will first be underwritten underwritten by Jereh for up to 58,000,000 Rights severally by the Shares and the remaining Rights Shares not taken up Underwriters by Qualifying Shareholders will be underwritten by China Galaxy, for up to 9,312,881 Rights Shares, subject to the terms and conditions of the Underwriting Agreement.

Commission : 2% of the sum resulting from multiplying the Subscription Price by the number of Underwritten Shares

The Rights Issue is fully underwritten by the Underwriters on the terms of the Underwriting Agreement other than all the Rights Shares that have been provisionally allotted to and which are to be taken up by the Undertaking Covenantors pursuant to the Irrevocable Undertakings on the terms and conditions set out therein. The ordinary course of business of Jereh does not include underwriting.

The Board considers the terms of the Underwriting Agreement including the commission rate accord with the market practice and are fair and reasonable so far as the Company and the Shareholders are concerned.

–26– LETTER FROM THE BOARD

Conditions of the Rights Issue and the Underwriting Agreement

The Rights Issue and the Underwriting Agreement are conditional upon the following:

(a) the obligations of the Underwriters under the Underwriting Agreement not being terminated in accordance with the terms thereof;

(b) (i) the provisional allotment of the nil-paid Rights Shares to all Qualifying Shareholders and (ii) the provisional allotment of the nil-paid Rights Shares representing the aggregate of fractional entitlements and the entitlements of the Excluded Shareholders which they would otherwise have to the Company’s nominee to be dealt with in accordance with the Underwriting Agreement having been approved by a resolution of the Board on the terms set out in the Issue Documents;

(c) the delivery to the Stock Exchange, and filing and registration with the Share Registrar of Companies in Hong Kong of one copy of each of the Issue Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by a resolution of the Directors (and all other documents required to be attached thereto) not later than the Despatch Date and in compliance with the Listing Rules, the Companies (WUMP) Ordinance and the Companies Ordinance;

(d) the posting of the Issue Documents to the Qualifying Shareholders on the Despatch Date;

(e) (i) the Shares remaining listed on the Stock Exchange at all times prior to the Latest Time for Termination and the current listing of the Shares not having been withdrawn or the trading of the Shares not having been suspended for a consecutive period of more than 3 trading days (other than any suspension pending clearance of the Announcement); and (ii) no indication being received on the Latest Time for Termination from the Stock Exchange to the effect that such listing may be withdrawn or objected to including but not limited to as a result of the Rights Issue or in connection with the terms of the Underwriting Agreement or for any other reason; and

(f) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) listing of and permission to deal in all the Rights Shares either unconditionally or subject to such conditions which the Company (with the approval of the Underwriters) accepts, in both nil-paid and fully-paid forms and such listing not being withdrawn or revoked.

–27– LETTER FROM THE BOARD

If any of the above conditions have not been fulfilled (or in respect of conditions (a) or (e) (i) above waived by the Underwriters at their sole discretion) in all respects by or at the time and/or date specified therefor (or if no time or date is specified 31 March 2015), or such later time as the Underwriters may agree with the Company, or if the Underwriting Agreement shall be terminated (as described below), the obligations of the Underwriters and the Company under the Underwriting Agreement shall ipso facto cease and determine and no party shall have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (save in respect of any antecedent breach of any obligation under the Underwriting Agreement and in respect of any costs, fees and other reasonable out-of-pocket expenses of the Underwriters (other than any underwriting commission) which will be borne by the Company).

Termination of the Underwriting Agreement

If at any time on or before the Latest Time for Termination:

(d) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) which, in the reasonable opinion of the Underwriters, makes it inexpedient or inadvisable to proceed with the Rights Issue; then in any such case the Underwriters may, after consultation with the Company or its advisers as the circumstances shall admit, by notice in writing to the Company on its own behalf and on behalf of all other parties thereto (which may be given at any time up to the Latest Time for Termination) rescind the Underwriting Agreement.

–28– LETTER FROM THE BOARD

Upon rescission of the Underwriting Agreement by the Underwriter, all liabilities of the parties to the Underwriting Agreement will cease and determine and no party will have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (save in respect of any antecedent breach of any obligation under the Underwriting Agreement and in respect of any costs, fees and other reasonable out-of-pocket expenses of the Underwriters (other than any underwriting commission) which will be borne by the Company).

IRREVOCABLE UNDERTAKINGS BY THE UNDERTAKING COVENANTORS

As of the Latest Practicable Date, King Shine, Termbray Natural Resources (both being controlling Shareholders), Jade Win, Jereh, CSOF, Everbright and Ko Po Ming, a non-executive Director, held 339,492,414 Shares, 340,774,104 Shares, 74,242,724 Shares, 7,971,000 Shares, 14,351,000 Shares, 6,935,000 Shares and 1,000,000 Shares, respectively, representing approximately 31.42%, 31.54%, 6.87%, 0.74%, 1.33%, 0.64% and 0.09% of the total issued Shares, respectively.

Pursuant to the respective Irrevocable Undertakings, each of the Undertaking Covenantors has provided an irrevocable and unconditional undertaking to the Company, among other things:

(i) to subscribe for the Right Shares in the amount set out as follows:

King Shine 36,600,000 Rights Shares Termbray Natural Resources 35,500,000 Rights Shares Jade Win 10,606,103 Rights Shares CSOF 2,050,142 Rights Shares Everbright 990,714 Rights Shares Jereh 1,138,714 Rights Shares Ko Po Ming 142,857 Rights Shares

(ii) to deliver the duly completed and signed PALs and all relevant documents to the Share Registrar with payment therefor in accordance with the terms of the Issue Documents on or before the Acceptance Date; and

(iii) not to sell or transfer Shares held by them in any manner before the completion of the Rights Issue.

–29– LETTER FROM THE BOARD

To the best knowledge and belief of the Directors having made appropriate enquiries, Jade Win, CSOF, Everbright and their respective associates are third parties independent of the Company and its connected persons.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriters not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the sub-paragraph headed “Termination of the Underwriting Agreement” above). Accordingly, the Rights Issue may or may not proceed.

The Shares have been dealt in on an ex-rights basis from Tuesday, 6 January 2015. Dealings in the Rights Shares in nil-paid form are expected to take place from Thursday, 15 January 2015 to Thursday, 22 January 2015 (both days inclusive). Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares.

Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s). Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

–30– LETTER FROM THE BOARD

CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY ARISING FROM THE RIGHTS ISSUE

Set out below are the changes in the shareholding structure of the Company arising from the Rights Issue:

Shareholding immediately after completion of the Rights Issue Assuming 0% taken up by the Qualifying Assuming 100% As at the Latest Shareholders other than taken up by Practicable Date the Undertaking Covenantors the Qualifying Shareholders Approximate % Approximate % Approximate % of the total of the total of the total No. of Shares issued Shares No. of Shares issued Shares No. of Shares issued Shares

King Shine (Note 1) 339,492,414 31.42 376,092,414 30.46 387,991,330 31.42 Ko Po Ming (Note 2) 1,000,000 0.09 1,142,857 0.09 1,142,857 0.09 China Galaxy – – 9,312,881 0.75 – – Jereh 7,971,000 0.74 67,109,714 5.44 9,109,714 0.74 CSOF (Note 3) 14,351,000 1.33 16,401,142 1.33 16,401,142 1.33 Everbright (Note 3) 6,935,000 0.64 7,925,714 0.64 7,925,714 0.64 Termbray Natural Resources (Note 4) 340,774,104 31.54 376,274,104 30.47 389,456,118 31.54 Jade Win (Note 5) 74,242,724 6.87 84,848,827 6.87 84,848,827 6.87 Other Shareholders 295,623,641 27.36 295,623,641 23.94 337,855,592 27.36

Total 1,080,389,883 100 1,234,731,294 100 1,234,731,294 100

Notes:

1. Mr. Wang Jinlong, an executive Director, holds approximately 41.19% of the issued shares in King Shine and King Shine directly holds approximately 31.42% of the total number of issued Shares of the Company. Therefore, Mr. Wang is taken to be interested in the number of shares held by King Shine pursuant to Part XV of the SFO. Ms. Zhou Xiaojun holds approximately 17.21% of the issued shares in King Shine. Ms. Zhou is the spouse of Mr. Wang. Therefore, Ms. Zhou is deemed to be interested in the Shares in which Mr. Wang is interested for the purpose of the SFO.

2. Mr. Ko Po Ming is a non-executive Director and held 1,000,000 Shares as of the Latest Practicable Date.

3. Everbright and CSOF are wholly-owned by Windsor Venture Limited (“WVL”) and China Special Opportunities Fund III, L.P. (the “CSO Fund”), respectively. WVL is a company incorporated in the BVI and the CSO Fund is an exempted limited partnership registered in the Cayman Islands. Both Everbright and CSOF are managed by the private equity team of China Everbright Limited, which is incorporated in Hong Kong and listed on the Main Board of the Stock Exchange (stock code: 00165).

–31– LETTER FROM THE BOARD

4. 63.99% of the total issued share capital of Termbray Industries International (Holdings) Limited is owned by Lee & Leung (B.V.I.) Limited which is wholly-owned by Lee & Leung Family Investment Limited, which is wholly owned by HSBC International Trustee Limited as trustee for Lee & Leung Family Trust. Mr. Lee Lap is the settlor of the Lee & Leung Family Trust. The discretionary beneficiaries of the Lee & Leung Family Trust are Madam Leung Lai Ping, the children of Mr. Lee Lap and Madam Leung Lai Ping (including Mr. Lee Tommy, a non-executive Director) and the offspring of such children. Termbray Industries International (Holdings) Limited directly holds 100% of the issued share capital of Termbray Electronics (B.V.I.) Limited which in turn holds 100% of the issued share capital of Termbray Natural Resources, which directly holds approximately 31.54% of the total number of issued Shares of the Company. Therefore, Mr. Lee Lap, Mr. Lee Tommy, HSBC International Trustee Limited, Lee & Leung Family Investment Limited, Lee & Leung (B.V.I.) Limited, Termbray Industries International (Holdings) Limited and Termbray Electronics (B.V.I.) Limited are taken to be interested in the number of shares held by Termbray Natural Resources pursuant to Part XV of the SFO.

5. TCL Corporation directly holds 100% of the issued shares of T.C.L. Industries Holdings (H.K.) Limited, which in turn holds 100% of the issued shares of Excel Top Holdings Limited, which in turn holds 100% of the issued shares of Jade Max Holdings Limited, which in turn holds 100% of the issued shares of Jade Win, which directly holds approximately 6.87% of the total number of issued Shares of the Company. Therefore, TCL Corporation, T.C.L. Industries Holdings (H.K.) Limited, Excel Top Holdings Limited and Jade Max Holdings Limited are taken to be interested in the number of Shares held by Jade Win pursuant to Part XV of the SFO.

6. As of the Latest Practicable Date, there were outstanding Share Options granted by the Company pursuant to the Pre-IPO Share Option Scheme which entitle the holders thereof to subscribe for 2,295,487 Shares prior to the Record Date. The holders of the outstanding Share Options have irrevocably and unconditionally undertaken not to exercise the Share Options before the completion of the Rights Issue. None of these outstanding Share Options has been exercised as at the Latest Practicable Date.

7. Please note that the percentages may not add up to 100% due to rounding.

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Board considers that the Rights Issue will enable the Group to finance the purchase of oilfield services equipment for its development of the Company’s current business in the Gharraf Oilfield and other oilfields in Iraq, which was disclosed in the Company’s announcement dated 5 June 2014. The Rights Issue will also strengthen its capital base, thereby enhancing its financial and working capital position. Since the Rights Issue will allow the Qualifying Shareholders to maintain their proportional shareholdings in the Company, the Board considers that raising capital through the Rights Issue is in the interest of the Company and the Shareholders as a whole.

The gross proceeds from the Rights Issue will be approximately HK$151.25 million and the estimated net proceeds of the Rights Issue will be approximately HK$147.93 million. The net subscription price per Rights Share is expected to be approximately HK$0.96. The Company intends to use the net proceeds from the Rights Issue as to approximately HK$50.0 million for the purchase of oilfield services equipment, as to approximately HK$50.0 million for the repayment of bank borrowings and as to the remaining for general working capital as to approximately HK$30.0 million for settlement of purchase of tools and materials and the remaining for daily operation expenses.

–32– LETTER FROM THE BOARD

SHAREHOLDERS’ APPROVAL NOT REQUIRED

There is no requirement under the Listing Rules for the Rights Issue to be approved by the Shareholders in general meeting.

INFORMATION OF THE GROUP

The Group is an investment holding company and its subsidiaries are principally engaged in the provision of oilfield technology and oilfield services covering various stages in the life of an oilfield including drilling, well-completion and production enhancement with ancillary activities in trading and manufacturing of oilfield services related products.

EQUITY FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

The Company has not conducted any equity fund raising activities in the past 12 months immediately preceding the date of this Prospectus.

POSSIBLE ADJUSTMENT TO THE SHARE OPTIONS UNDER THE PRE-IPO SHARE OPTION SCHEME AND THE SHARE OPTION SCHEME

The Rights Issue may lead to adjustments to the exercise price and/or the number of Shares to be issued upon exercise of the share options under the Pre-IPO Share Option Scheme and the Share Option Scheme. The Company will notify the holders of such share options and the Shareholders by way of announcement (as and when appropriate) regarding adjustments to be made (if any) pursuant to the terms of the Pre-IPO Share Option Scheme and the Share Option Scheme and such adjustment will be certified by an independent financial adviser or auditors of the Company (as the case may be).

TAXATION

Shareholders are advised to consult their professional advisers if they are in any doubt as to the taxation implications of the receipt, purchase, holding, exercising, disposing of or dealing in the nil-paid Rights Shares or the Rights Shares and regarding the Excluded Shareholders, their receipt of the net proceeds, if any, from sales of the nil-paid Rights Shares on their behalf.

LATEST DEVELOPMENT AND PROSPECTS OF THE GROUP

The Group has had the following developments since 31 December 2013, being the date to which the latest published audited accounts of the Group were made up:

THE PRC MARKET

In the six months ended 30 June 2014, despite the winning of biddings and gaining of market share from our customers in the Ordos Basin, the Tarim Basin and the Songliao Plain in China, the Group’s business was affected by the general slowdown in the PRC oilfield services industry. The general decline in volume of the multistage fracturing

–33– LETTER FROM THE BOARD activities for tight gas/oil wells in the Ordos Basin was the major cause for the Group’s revenue decline in the six months ended 30 June 2014. Nevertheless, towards the end of the second quarter of 2014 there were signs of increased fracturing activities from a major customer in the Ordos Basin and other oilfields, after well drilling activities had been suspended for a few months.

With the cost advantage of having self-developed and self-manufactured down-hole fracturing tools, the Group keeps on winning biddings and contracts of fracturing tools and services from our major customers in the Ordos Basin. During the six months ended 30 June 2014, the Group won a bidding from Sinopec Northern China Company, a subsidiary of China Petrochemical Corporation (“Sinopec”), for the provision of multistage fracturing services in a block of horizontal wells of tight oil and tight gas in the Ordos Basin. Contracts for a total of 60 oil/gas wells had been subsequently granted.

In the third quarter of 2014 (“2014 Q3”), the Group’s operations in the PRC market continued to show signs of recovery in terms of business activities as compared to that of the first half of 2014. The Ordos Basin continued to be the Group’s major operating area. Sinopec Northern China Company and the Changqing oilfield of China National Petroleum Corporation (“CNPC”) were the major customers of the Group’s production enhancement services, such as horizontal well open-hole packer multistage fracturing, coiled tubing-conveyed resettable packer multistage fracturing, fast drill bridge plug multistage fracturing and hydraulic-surge multistage fracturing. Leveraging on the Group’s market reputation as one of the leading oilfield service providers in horizontal well multistage fracturing services, the Group has been, from time to time, invited by our major customers in the area to submit tenders for various oilfield service projects in the open market. During third quarter of 2014, the Group was the “first place winner” in a bidding in the provision of horizontal well multistage fracturing tools and services in the Changqing oilfield of CNPC, and had well prepared itself for a major bidding in the provision of horizontal well multistage fracturing services in the Ordos Basin for another major customer.

In light of the business potentials of shale gas projects, the Sichuan Basin had become another major operating area of the Group, after establishing our Jiashiba Base in early 2014. During the third quarter of 2014, the Group had provided various oilfield services to various customers in the Sichuan Basin, including coiled tubing-conveyed resettable packer multistage fracturing, open-hole packer multistage fracturing, directional drilling, turbine drilling and oil-based mud services.

THE OVERSEAS MARKET

Expanding our customer base and diversifying our markets for the overseas operations has been major strategies for the Group’s overseas market development since 2013. During the first half of 2014, the Group was proactively promoting its high-end oilfield services and well completion tools in Iraq, Kuwait, and Abu Dhabi. In the second quarter of 2014, the Group established a wholly owned subsidiary in Dubai, the United Arab Emirates (“UAE”) as the Group’s regional headquarters responsible for the business development in the Middle East.

–34– LETTER FROM THE BOARD

The Group has since gained certain achievements in the Middle East. Further to the provision of tools and services to certain Chinese National Oil Companies (“NOCs”) owned oilfields in Iraq, the Group won biddings and gained service contracts for the provision of high-end oilfield services (such as directional drilling, well completion and production enhancement services) for the oilfield projects owned by International Oil Companies (“IOCs”) in Iraq. In the third quarter of 2014, the Group started to provide directional drilling services, drilling mud services and completion services in Iraq and had achieved remarkable progress in gaining new IOC customers. During the same period, the Group had been invited by various customers (including Chinese NOCs and IOCs) to participate in tender biddings of various oilfield projects, including a bidding in the provision of completion services and workover services for a major oilfield project in Iraq owned by an IOC. The recent political unrest in northern Iraq did not affect the operations of the Group’s customers as their oilfields are all located in the southern part of the country.

South America is another major overseas market of the Group. In the first half of 2014, the Group did not proactively expand its operations in Venezuela due to its unstable political situation. Certain shipments of goods and provision of services for a major customer in Venezuela were postponed. The political situation in Venezuela seemed to stabilize recently and the collection of the outstanding accounts receivable from the customer in Venezuela has improved significantly in the second quarter and the third quarter of 2014. For the nine months ended 30 September 2014, the Group had collected approximately HK$114.6 million from such customer in Venezuela.

OUTLOOK

The first eleven months of 2014 was a challenging period for the oilfield service sector in China. In light of the recent development of the oil and gas industry such as the cut in general capital expenditure (“CAPEX”) by the NOCs, the intended increase in allocation of oilfield service contracts to their owned oilfield service subsidiaries by the NOCs; as well as the increased competition as a result of new oilfield service participants entering into the market, the Group expects such challenging environment is likely to continue in the near future.

The Directors consider that such challenging market may speed up the consolidation of China’s highly fragmented oilfield service industry.

Nevertheless, the Directors believe that the state-owned enterprise reform and deregulation in the oil and gas industry will, in the long run, give rise to more market-based operations; and the expected consolidation of the oilfield service industry will, in the long run, form a better foundation for the long term development of the oilfield service industry in China. As such, the Directors believe that high-end oilfield service providers with proprietary technology, self-developed tools, sound financial platform with the ability to access the international capital market and merger and acquisition opportunities, will be benefited in the long run.

–35– LETTER FROM THE BOARD

In the third quarter of 2014, there were signs of recovery as compared to that of the first half of 2014 in both the Ordos Basin and the Sichuan Basin. However, the pace of recovery was still slower than what the Directors had expected at the beginning of the year. Some of the Group’s service capacities (such as pressure pumping equipment) were not fully utilized. The Directors expect such situation to continue to be a major concern of the Group’s overall business operations in the short term. In order to address the lower than expected utilization of our service capacities, the Group will further expand its customer bases to include different subsidiaries of NOCs, provincial oil companies, private or independent investors (such as shale gas investors); and will seek cooperation opportunities with other oilfield services companies including subsidiaries of NOCs and non state-owned oilfield service companies. The Middle East and South America will continue to be the Group’s major overseas market in 2015. The recent uneasy political relationship between western countries and Russia has created remarkable business opportunities for Chinese oilfield services companies. The Group believes that the Russian market is of huge business potential for our high-end oilfield service lines such as well completion and production enhancement, and the Group will continue to promote our products and services to major oil and gas companies as well as domestic oilfield services companies and aim to gain a few service contracts with significant amounts from Russian oil and gas companies. However, the Group will expand the Russian market carefully with the consideration of the fluctuation of the exchange rates of the Ruble and the risks of political factors.

On 24 December 2014, the Company made a profit warning announcement stating that based on the preliminary assessment of the Group’s unaudited consolidated management accounts for the eleven months ended 30 November 2014 and the confirmed orders and service contracts for the month ending 31 December 2014, it was expected to record a net loss for the year ending 31 December 2014 as compared to a net profit for the year ended 31 December 2013. The expected net loss was mainly due to the decrease in revenue and the increase in operating costs in 2014 as compared to that of 2013. The decrease in revenue was due to adjustments in the China market as well as risk-control measures imposed by the Group in order to manage the Group’s business exposure in Venezuela. In 2014, the Group had invested in oilfield service equipment and staff resources in order to expand and enhance its service capacity in multistage fracturing services for unconventional gas projects in China. Such capacity expansion and enhancement had led to a significant increase in the operating costs of the Group in 2014. However, the development of the unconventional gas projects in China was much slower than what the Company expected at the beginning of the year and significant revenue contribution from such business segment has yet to materialize.

Recent fluctuation in crude oil price is likely to impact the business development strategies of most of the oil companies (including both NOCs and IOCs), and thus their investment and CAPEX plans in the near future. The Group will closely monitor the market developments of the oil and gas industry and the business of the Group’s customers or potential customers (both China and overseas), and make timely evaluation and appropriate actions to optimize the Group’s operation and business development.

–36– LETTER FROM THE BOARD

For 2015, the Group will continue its marketing efforts in both China and overseas with the intention to increase revenue generated from the Group’s overseas operations, in particular in the Middle East. At the same time, the Group will apply cost control measures and maintain the CAPEX of the Group in a reasonable pace with an aim to maximize the Group’s profitability in the long run.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this Prospectus.

Yours faithfully By order of the Board PETRO-KING OILFIELD SERVICES LIMITED Wang Jinlong Chairman

–37– APPENDIX I FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for each of the two financial years ended 31 December 2013, respectively, and for the six months ended 30 June 2014 is disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.petro-king.cn/en/):

(i) the unaudited consolidated financial information included in the Company’s interim report for the six months ended 30 June 2014 (pages 32 to 66);

(ii) the audited consolidated financial statements included in the Company’s annual report for the year ended 31 December 2013 (pages 59 to 164); and

(iii) the audited consolidated financial statements included in the Company’s annual report for the year ended 31 December 2012 (pages 53 to 148).

2. INDEBTEDNESS

Statement of Indebtedness

As at 30 November 2014, being the latest practicable date for the purpose of this statement of indebtedness, the Group’s total borrowings amounted to HK$800,799,286.

The following table sets out our borrowings as at the dates indicated:

As at 30 November 2014 HK$

Bank borrowings Due for repayment within 1 year 523,550,914 Due for repayment between 1 and 2 years 122,162,780 Due for repayment over 2 years 155,085,592

Total bank borrowings 800,799,286

The bank borrowings are secured by:

(a) certain pledged bank deposits amounted to HK$179,250,000;

(b) corporate guarantees given by certain companies of the Group;

(d) floating charge on all trade receivables of two subsidiaries of the Company amounted to HK$830,987,000.

– I-1 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP

Contingencies

As at 30 November 2014, being the latest practicable date for purpose of this indebtedness statement, the Group had the following contingencies:

As at 30 November 2014 HK$

Performance bonds (Note 1) – Litigation claim (Note 2) 30,446,819

Note 1: Performance bonds related to the guarantees provided by the banks to the Group’s customers in respect of the oilfield project services or consultancy services in certain overseas projects. In the event of non-performance, the customers might call upon the performance bonds and the Group would be liable to the banks in respect of the performance bonds provided.

Note 2: The Group was sued by one of a contracting parties alleging a failure to provide stipulated amount of drilling works under the contracts entered in 2012 and 2013 and claimed for a total amount of HK$30,446,819. No provision in relation to this claim has been recognised, as the advice from the Group’s legal counsel indicates that it is not probable that there is an outflow of resources embodying economic benefits will be required to settle any obligation and the amount of obligation cannot be reasonably estimated.

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 30 November 2014, the Group did not have any outstanding loan capital, bank overdrafts, loans, mortgages, charges or other similar indebtedness, or hire purchase of finance lease commitments, liabilities under acceptances or acceptance credits, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

The Group has entered into a 3-year term loan facility agreement (the “Term Loan”) dated 25 September 2014 and has outstanding borrowings from this Term Loan of approximately HK$310 million as at 30 November 2014. Under the Term Loan, the Group is required to comply with certain financial covenants. The Group should test by reference to the audited consolidated financial statements of the Group for the year ended 31 December 2014 to declare whether it is able to satisfy the financial covenants set out in the Term Loan. Based on the latest financial information available, the Group is not able to comply with certain of the Term Loan’s financial covenants in relation to certain financial ratios of the Group. Under the Term Loan, failure to satisfy fully with the financial covenants would constitute an event of default which may cause the Term Loan become immediately repayable should the financiers of the Term Loan enforce their rights under the loan agreement. As of the date of this prospectus, the Group has not received any demand from the financiers to accelerate repayment of any part of the Term Loan.

– I-2 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP

In determining the sufficiency of the working capital of the Group, the Directors expect that adequate cash flows will be generated by the following sources:

1. Management of the Group has been actively negotiating with the financiers of the Term Loan to obtain waiver from complying with the relevant covenants. Based on the on-going communications between the Group’s management and the financiers, the Directors believe there is a reasonable basis to expect that the financiers of the Term Loan will not demand repayment of the borrowings under the Term Loan in the foreseeable future.

2. As of 30 November 2014, the Group has access to borrowing facilities of HK$375,986,166 where each drawdown of borrowings under these facilities will require approval by the relevant financier.

3. As of 30 November 2014, the Group’s short-term bank borrowings amounted to HK$461,702,260, which are due for payment within the coming twelve months. The Group has been actively negotiating with its banks to renew its borrowings before the borrowings become due in the coming twelve months. Up to the date of this prospectus, the Group has not encountered any significant difficulties in renewing its borrowings. The directors are confident that all necessary borrowings can be renewed, or otherwise be replaced by existing available or new borrowings as and when necessary.

In the event that any or all of the above assumptions cannot be realised, the Directors propose to provide the additional working capital through alternative fundraising exercise such as (i) equity financing, (ii) disposal of the Group’s assets including sale and lease back of equipment, and (iii) obtaining loan from shareholders and/or any other parties; and reduction of operation costs.

Taking into account the financial resources available to the Group, including the internally generated fund, the estimated net proceeds from the Rights Issue, and based on the assumptions as set out in the preceding paragraphs, the Directors are of the opinion that the Group will have sufficient working capital for its present requirements for at least the next twelve months from the date of this prospectus.

4. MATERIAL ADVERSE CHANGE

The Directors confirmed that there had been no material adverse change in the financial or trading position or prospect of the Group since 31 December 2013, the date to which the latest published audited financial statements of the Group were made up, up to and including the Latest Practicable Date.

– I-3 – APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

For illustration purposes, the financial information prepared in accordance with paragraph 4.29 of the Listing Rules is set out here to provide prospective investors with further information about how the financial information of the Group might be affected by completion of the Rights Issue as if’ the Rights Issue had been completed on 30 June 2014. The statement has been prepared for illustrative purposes only and because of its nature, it may not give a true picture of the Group’s financial position on the completion of the Rights Issue.

1. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following is an illustrative and unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company and related notes (the “Unaudited Pro Forma Financial Information”), which have been prepared on the basis of the notes set out below for the purpose of illustrating the effect of the Rights Issue as if it had taken place on 30 June 2014.

The Unaudited Pro Forma Financial Information of the Group is prepared based on the consolidated net tangible assets attributable to owners of the Company as at 30 June 2014, as extracted from the published interim report of the Group, for the six months ended 30 June 2014, after incorporating the unaudited pro forma adjustments described in the accompanying notes.

This Unaudited Pro Forma Financial Information of the Group has been prepared for illustrative purposes only, and because of its hypothetical nature, it may not give a true picture of the financial position of the Group on the completion of the Rights Issue.

Unaudited pro Unaudited pro forma adjusted Unaudited forma adjusted Unaudited consolidated net consolidated net consolidated net consolidated net tangible assets tangible assets tangible assets tangible assets per Share of the Group attributable to per Share attributable to attributable to owners of the attributable to owners of the owners of the Estimated net Company after owners of the Company after Company as at proceeds from completion of Company as at completion of 30 June 2014 the Rights Issue the Rights Issue 30 June 2014 the Rights Issue (Note 1) (Note 2) (Note 3) (Note 4) HK$ million HK$ million HK$ million HK$ HK$

Based on 154,341,411 Rights Shares at the subscription price of HK$0.98 each 1,607.14 147.93 1,755.07 1.49 1.42

– II-1 – APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Notes:

1. The unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 June 2014 is based on the unaudited consolidated net assets of the Group attributable to owners of the Company as at 30 June 2014 of HK$2,177.77 million with adjustments for intangible assets of HK$570.63 million as extracted from the published interim report of the Group for the six months ended 30 June 2014.

2. The estimated net proceeds from the Rights Issue are based on 154,341,411 Rights Shares to be issued (in the proportion of one (1) Rights Share for every seven (7) Shares held as at the Record Date) at the subscription price of HK$0.98 each, after deduction of the related expenses of approximately HK$147.93 million.

3. The unaudited consolidated net tangible assets per Share attributable to owners of the Company as at 30 June 2014 was approximately HK$1.49, which was based on the unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 June 2014 of HK$1,607.14 million and 1,080,389,883 Shares in issue as at 30 June 2014.

4. The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the adjustments referred to in the preceding paragraphs (Note 1 and 2) and on the basis that 1,080,389,883 Shares were in issue as at 30 June 2014 and 154,341,411 Rights Shares were issued under the Rights Issue as if the Rights Issue had been completed on 30 June 2014.

5. No adjustments have been made to the unaudited pro forma adjusted consolidated net tangible assets of the Group to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2014.

– II-2 – APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

2. REPORT FROM REPORTING ACCOUNTANT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is the text of a report received from the Company’s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong in respect of the Unaudited Pro Forma Financial Information of the Group for the purpose of incorporation in this Prospectus.

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION INCLUDED IN A PROSPECTUS

TO THE DIRECTORS OF PETRO-KING OILFIELD SERVICES LIMITED

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Petro-king Oilfield Services Limited (the “Company”) and its subsidiaries (collectively the “Group”) by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as at 30 June 2014 and related notes (the “Unaudited Pro Forma Financial Information”) as set out on pages II-1 to II-2 of the Company’s prospectus dated 13 January 2015, in connection with the proposed rights issue of the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages II-1 to II-2.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the proposed rights issue on the Group’s financial position as at 30 June 2014 as if the proposed rights issue had taken place at 30 June 2014. As part of this process, information about the Group’s financial position has been extracted by the directors from the Group’s financial statements for the period ended 30 June 2014, on which a review report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

– II-3 – APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus”, issued by the HKICPA. This standard requires that the reporting accountant complies with ethical requirements and plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the proposed rights issue at 30 June 2014 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

– II-4 – APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

(a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers Certified Public Accountants

Hong Kong, 13 January 2015

– II-5 – APPENDIX III GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This Prospectus, 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 Prospectus 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 Prospectus misleading.

2. SHARE CAPITAL

The authorised and issued Shares of the Company (i) as at the Latest Practicable Date; and (ii) immediately following completion of the Rights Issue are set out as follows:

(i) As at the Latest Practicable Date

Authorised:

10,000,000,000 Shares

Issued and fully paid:

1,080,389,883 Shares

(ii) Immediately following the completion of the Rights Issue

Authorised:

10,000,000,000 Shares

Issued and fully paid:

1,080,389,883 Shares in issue before completion of the Rights Issue

154,341,411 Rights Shares to be allotted and issued upon completion of the Rights Issue

1,234,731,294 Shares

– III-1 – APPENDIX III GENERAL INFORMATION

All of the Rights Shares to be issued will rank pari passu in all respect with each other, including, in particular, as to dividends, voting rights and capital, and once issued and fully paid, with all the Shares in issue as at the date of allotment and issue of the Rights Shares. The Rights Shares to be issued will be listed on the Stock Exchange.

No Share or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or the Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

As at the Latest Practicable Date, there were no arrangements under which future dividends are waived or agreed to be waived. Save as disclosed below, the Company has no other outstanding convertible securities, options or warrants, which confer any right to subscribe for or convert or exchange into the Shares.

3. PRE-IPO SHARE OPTION SCHEME AND SHARE OPTION SCHEME PLAN

Pre-IPO Share Option Scheme

Share Option Scheme

As at the Latest Practicable Date, none of the share options granted on 29 April 2014 under the Share Option Scheme has been vested.

4. BIOGRAPHICAL DETAILS OF DIRECTORS

Executive Directors

Mr. Wang Jinlong (王金龍)(“Mr Wang”), aged 49, is our chairman, chief executive officer and executive Director. He was appointed as an executive Director on 31 December 2007 and is also a director of certain subsidiaries of the Group. Mr. Wang is primarily responsible for formulating our corporate strategy and overall operations of the Group. He has over 20 years of experience in the oil and gas industry. Mr. Wang founded our Group in April 2002 as the executive director and general manager of Petro-king Oilfield Technology Ltd. Prior to that, he worked at 菲利普斯中國有限公司 (Phillips China Inc.) (later known as 康菲石油中國有限公司 (ConocoPhillips China Inc.)) between 1994 and 2003 where he had served as a senior drilling/production engineer. Mr. Wang graduated from 西南石油學院 (Southwest Petroleum Institute*) with a Bachelor of Engineering degree majoring in drilling

– III-2 – APPENDIX III GENERAL INFORMATION

engineering in July 1986. Mr. Wang obtained a Mid-level Professional Qualification as an engineer in April 1993 issued by 中華人民共和國地質礦產部 (the PRC Ministry of Geology and Mineral Resources*), which was later reformed and incorporated into 中華人民共和國國土資源部 (the PRC Ministry of Land and Resources*), and a qualification of senior engineer issued by CNOOC in March 2002. Mr. Wang has been recognised for his contributions to the development of the technology of geology and was awarded certificates for such contributions by the PRC Ministry of Geology and Mineral Resources in December 1996. Mr. Wang is currently performing the roles of chairman and chief executive officer of our Company. Under code provision A.2.1 of Appendix 14 to the Listing Rules, the roles of chairman and chief executive officer should not be performed by the same individual. Taking into account Mr. Wang’s strong expertise in the oil and gas industry, our Board considered that the roles of chairman and chief executive officer being performed by Mr. Wang enables more effective and efficient overall business planning, decision making and implementation thereof by our Group. In order to maintain good corporate governance and fully comply with code provision, our Board will regularly review the need to appoint different individuals to perform the roles of chairman and chief executive officer separately.

Mr. Zhao Jindong (趙錦棟)(“Mr. Zhao”), aged 51, is our vice president and executive Director. He joined our Group in 2003 as a vice general manager. He was appointed as an executive Director on 24 December 2012 and is also a director of certain subsidiaries of the Group. Mr. Zhao has over 30 years of experience in drilling and completion services of the oil and gas industry. Before joining our Group, Mr. Zhao was the senior drilling and completion engineer at 康菲石油公司 (ConocoPhillips Oil Company) from October 2002 to December 2003. He was employed by Conoco Phillips China Inc. from October 1997 to October 2002 where he was recognised for his exemplary performance and contributions to the operations in Xinjiang. Mr. Zhao started his career as an engineer trainee at 地質礦產部石油鑽井研究所 (Drilling Institute of Minority of Geology*) in December 1983. He continued his employment with the Drilling Institute of Minority of Geology where he became a senior engineer and an assistant manager of the drilling development department. Mr. Zhao graduated from 中國地質大學 (China Geology University*) with a diploma in drilling engineering in 1988.

Non-executive Directors

Mr. Lee Tommy (李銘浚)(“Mr. Lee”), aged 37, is a non-executive Director. He joined our Group in December 2007 as a director of Petro-king Holding Limited. He was appointed as a non-executive Director on 31 December 2007. Mr. Lee has been the vice chairman and chief executive officer of Termbray Industries International (Holdings) Limited, (“Termbray Industries”) since 2008 and 2010 respectively. Mr. Lee was appointed as director of Guangdong Ellington Electronics Technology Company Limited (“Guangdong Ellington”) since 2001. Guangdong Ellington was listed on the Shanghai Stock Exchange (stock code: 603328) since 1 July 2014. He was a vice president of Guangdong Ellington from 2001 to 2008, primarily responsible for the overall management and strategic planning of Guangdong Ellington. Mr. Lee studied Economics in Seneca College of Canada.

– III-3 – APPENDIX III GENERAL INFORMATION

Ms. Ma Hua (馬華)(“Ms. Ma”), aged 39, is our non-executive Director. She was appointed as a non-executive Director on 12 June 2012. She is now the Managing director of 新疆TCL股權投資有限公司 (TCL Capital*). She was TCL Corporation’s employee from January 2003 to February 2008 acting as the chairman’s corporate secretary. Prior to that, Ms. Ma had already been employed by TCL國際控股 (TCL International Holdings Ltd.) as an investor relations personnel from July 2001 to January 2003. Ms. Ma Hua obtained her Master of Business Administration from 中國人民大學 (Renmin University of China*) in January 2004 and graduated from 太原理工大學(Taiyuan Technology University*) with a Bachelor degree double majoring in industry and foreign trade/English language in July 1998.

Mr. Ko Po Ming (高寶明)(“Mr. Ko”), aged 56, is our non-executive Director. He was appointed as a non-executive Director on 18 February 2013. Mr. Ko graduated from The Chinese University of Hong Kong in 1982 with a Bachelor’s degree in Business Administration. Mr. Ko has over 32 years of experience in finance and investment banking business. Prior to co-founding Goldbond Capital Holdings Limited (“GCHL”) in 2003, he was the Head of Asian Corporate Finance of BNP Paribas Peregrine Capital Limited where he was in charge of the corporate finance business in Asia. GCHL was acquired by Piper Jaffray Companies (NYSE: PJC) in 2007 and its name was changed to Piper Jaffray Asia Holdings Limited (“PJA”). Since then and until September 2012, Mr. Ko served as the chief executive officer of PJA. Mr. Ko joined China Minsheng Banking Corp., Ltd Hong Kong Branch as a consultant in October 2012. Mr. Ko had acted as independent non-executive directors of a number of Hong Kong and PRC listed companies, including (i) Nanjing Panda Electronics Company Limited (stock code: 553) between 1996 and 1999; (ii) Dazhong Transport (Group) Company Limited (SHA: 600611) between 1997 and 2003; (iii) Chinese Energy Holdings Limited (formerly known as iMerchants Limited (stock code: 8009)) between 2000 and 2004; and (iv) Tianjin Capital Environmental Protection Group Company Limited (stock code: 1065) between 2003 and 2009. He was a Listing Committee member of the Main Board and GEM Board of the Stock Exchange between May 2003 and June 2009. At present, he is a non-executive director of Globe Metals and Mining Limited (ASX: GBE) and also a trustee of St. Johnsbury Academy, an independent day and boarding secondary school. St. Johnsbury Academy is a non-profit corporation under section 501(c)(3) of the Internal Revenue Code in the United States of America.

– III-4 – APPENDIX III GENERAL INFORMATION

Independent Non-executive Directors

Mr. He Shenghou (何生厚)(“Mr. He”), aged 68, is our independent non-executive Director. He was appointed as an independent non-executive Director on 18 February 2013. Mr. He obtained his diploma in production engineering from 北京石油學院 (Beijing Petroleum Institute, now known as China University of Petroleum*) in July 1970. He has over 40 years of experience in oilfield development engineering and technology research and practice while being employed by Sinopec. Mr. He retired in December 2008 as Sinopec’s vice executive commander. In November 2007, Mr. He was engaged as a committee member of “大型油氣田及煤層氣開發” 重大專項實施方案論證委員會 (the “Large-scale oil and GasFields and CBM Development” Major Projects Implementation Planning Committee*) by the NDRC, the Ministry of Finance and the Ministry of Science and Technology. Mr. He has numerous achievements throughout his career. A recent achievement is the receipt of a Scientific Development Award certificate from 中國石油和化學工業聯合會 (China Petroleum and Chemical Industry Federation*) in October 2011.

Mr. Tong Hin Wor (湯顯和)(“Mr. Tong”), aged 69, is our independent non-executive Director. He was appointed as an independent non-executive Director on 18 February 2013. He holds a diploma in management studies from the Hong Kong Polytechnic University. Mr. Tong has over 32 years of working experience in financial management. He was appointed as an independent non-executive director of Termbray Industries in 2008 where he has also been serving as a member of the audit committee. Mr. Tong was the group vice president of Elec & Eltek Corporate Services Limited from 1995 to 2004 and the group controller of Elec & Eltek (International) Limited in 1995. He was the financial controller of Karrie Industrial Company Limited, a company principally engaged in electronics and sheet metal manufacturing in 1993.

Mr. Wong Lap Tat Arthur (黃立達)(“Mr. Wong”), aged 54, is our independent non-executive Director. He was appointed as an independent non-executive Director on 18 February 2013. He is also the chairman of our audit committee. Mr. Wong has more than 32 years of experience in the field of accounting. He is currently the chief financial officer of 北京瑞迪歐文化傳播有限責任公司 (Beijing Radio Cultural Transmission Co., Ltd.*). He was the chief financial officer of GreenTree Inns Hotel Management Group, Inc. from February 2011 to May 2012. He had also previously acted as the chief financial officer of Nobao Renewable Energy Holdings Limited from March 2010 to November 2010 and of Asia New-Energy Holdings Pte. Ltd. from June 2008 to December 2009. Prior to that, Mr. Wong built his career at Deloitte Touche Tohmatsu from July 1982 to May 2008 where he left as a partner of the Beijing office. Mr. Wong received a Bachelor of Science in applied economics from the University of San Francisco in 1988 and completed a higher diploma of accountancy at Hong Kong Polytechnic University in 1982. He obtained his CPA accreditation from both the American Institute of CPAs and the Hong Kong Institute of CPAs. He is also a member of the Chartered Association of Certified Accountants. He is currently an independent non-executive director and the chair of the audit committee of Sky Solar Holdings, Ltd. (NASDAQ: SKYS), China Maple Leaf Educational Systems Limited. (HKSE: 1317), VisionChina Media Inc. (NASDAQ: VISN), China Automotive Systems, Inc. (NASDAQ: CAAS), Daqo New Energy Corp. (NYSE: DQ) and You On Demand Holdings, Inc. (NASDAQ: YOD).

– III-5 – APPENDIX III GENERAL INFORMATION

Positions and addresses of the Directors

Name of Director Position Address

Wang Jinlong Chairperson, Chief Flat A, 4th Floor, Tak On Executive Officer and Mansions, 5 Pine Street, Executive Director Tai Kok Tsui, Kowloon, Hong Kong

Zhao Jindong Vice President 5A Yi Youge, Lanyi Garden, and Executive Director Shekou, Nanshan District, Shenzhen, Guangdong, China

Ko Po Ming Non-executive Director 36/F., Bank of America Tower, 12 Harcourt Road, Central, Hong Kong

Lee Tommy Non-executive Director Flat B, 8/F, Waylee Industrial Centre, 30 – 38 Tsuen King Circuit, Tsuen Wan, Hong Kong

Ma Hua Non-executive Director Floor 18, Block B, TCL Building, Gaoxin South First Road, Nanshan District, Shenzhen, China

He Shenghou Independent Room 808, 6F, Block 6, Non-Executive Director He Ping Li, Dongcheng District, Beijing, China

Tong Hin Wor Independent Flat E, 10/F, Block 3, Non-Executive Director Le Bleu Deux, Coastal Skyline, 12 Coastal Front Road, Tung Chung, New Territories, Hong Kong

Wong Lap Tat Arthur Independent 1208 Dragon Bay Villa, Non-Executive Director Hou Sha Yu, Shunyi District, Beijing 101302, China

– III-6 – APPENDIX III GENERAL INFORMATION

Senior Management

Ms. Sun Jinxia (孫金霞)(“Ms. Sun”), aged 40, is our vice president. She is also a director of certain subsidiaries of the Group. Ms. Sun is responsible for the Group’s daily operation of the business department, Venezuelan Market, and quality assurance department. She joined our Group in 2003 as an assistant to general manager. She has over 17 years of experience in business management. Ms. Sun was a sales manager of 深圳威尼斯酒店 (the Venice Hotel Shenzhen*) between October 2001 and July 2002. Prior to that, she was a sales supervisor and sales manager of 深圳南海酒店有限公司 (Shenzhen Nanhai Hotel Limited*) from July 1997 to April 1998 and from April 1998 to June 2000, respectively. She completed her Master of Business Administration at the University of Ballarat, Australia in July 2004.

Mr. Zhang Taiyuan (張太元)(“Mr. Zhang”), aged 49, is our vice president. He is also a director of certain subsidiaries of the Group. He joined our Group in 2004 as a senior drilling supervisor and has been subsequently promoted to director of international projects and also to vice president. Mr. Zhang has over 27 years of experience in project management and drilling engineering of the oil and gas industry. He was an offshore drilling supervisor of Devon Energy China Ltd. prior to joining our Group from December 2002 to December 2004. Between January 2002 and December 2002, he was a project manager of CNPC. Mr. Zhang acted as a CNPC engineering professional representative for CNPC-Burlington (then known as CNPC-ENRON) from October 1997 to January 2002. Prior, he was employed by 川中油氣公司 (Chuanzhong Oil and Gas Company of SPA*) from August 1986 where he acted as a drilling engineer. He graduated from 西南石油學院 (Southwest Petroleum Institute*) in 1986 with a Bachelor of Engineering degree, majoring in drilling engineering.

Mr. Shu Wa Tung Laurence (舒華東)(“Mr. Shu”), aged 42, joined the Group in July 2010 as our chief financial officer and he is primarily responsible for the Group’s overall financial strategies and daily management of the Group’s financial, accounting and legal functions. Mr. Shu graduated from Deakin University, Australia in 1994 with a Bachelor degree in Business majoring in Accounting. He received his CPA accreditation from both the Hong Kong Institute of CPAs and the Australian Society of CPAs in 1997 and completed his CFO Programme at 中歐國際工商學院 (China Europe International Business School) in 2009. Mr. Shu has over 20 years of experience in audit, corporate finance, and financial management. He joined Deloitte in 1994 and later became a manager of the Reorganisation Services Group of Deloitte and joined Deloitte & Touche Corporate Finance Limited (a corporate finance service company of Deloitte) as a manager from 2001 to 2002. From 2002 to 2005, Mr. Shu was an associate director of Goldbond Capital (Asia) Limited. From May 2005 to July 2008, he served as the chief financial officer and company secretary of Texhong Textile Group Limited (stock code: 2678) overseeing

– III-7 – APPENDIX III GENERAL INFORMATION

the group’s financial management functions. From July 2008 to June 2010, Mr. Shu served as the chief financial officer of Rongsheng Heavy Industries Holdings Limited (熔盛重工控股有限公司) and oversaw the group’s financial management functions and corporate finance activities as well as the daily management of the group’s finance department. He is currently an independent non-executive director of Greater China Holdings Limited (stock code: 431).

Mr. Xie Qingfan (謝慶繁)(“Mr. Xie”), aged 51, is our vice president and chief engineer primarily responsible for the research and development of technologies for the Group, the organization and division, of the technical management of the Group and standardization of the management of technologies. He joined our Group in 2006 as the manager of the northwest region. Mr. Xie has over 32 years of experience in the oil and gas industry. He had acted in various roles during his employment with 中石化中原石油勘探局 (Sinopec Zhongyuan Petroleum Exploration Bureau) between 1982 to 2005; such as engineering service centre director of the 鑽井工程技術研究院 (Drilling Engineering and Technology Research Institute*) in 2001, deputy chief engineer of the 鑽井管具工程處 (Drilling Pipe Tool Engineering Department*) in 2002, and senior engineer in 2005. He received numerous certificates for his contributions to this bureau from as early as 1985. For instance, he was presented with a Technology Advancement Certificate for his research on technology to prevent failure of drilling tools in February 2006 and for his research and development of PDC drill heads in February 2003. Mr. Xie completed a training course of electrical wireline freepoint & backoff provided by HOMCO in 1993 and received training for the operation of motorized freepoint equipment held by Applied Electronic Systems, Inc. in 2001. He graduated from 石油大學 (Petroleum University*) with a Bachelor degree majoring in mine machinery in July 1996.

Mr. Yuan Fucun (袁夫存)(“Mr. Yuan”), aged 45, is our vice president. He joined our Group in 2013 and he is primarily responsible for the management of some international projects, ISPM engineering department, unconventionality oil & gas services, oilfield surface engineering business department, exploration & production department, and several other departments. Mr. Yuan has over 23 years of experience in offshore drilling and completion management of the oil and gas industry. Mr. Yuan was employed as Drilling Manager, Senior Drilling Engineer, Drilling Superintendent of Schlumberger Group, and responsible for IPM integrated project management and drilling engineering and technical services in Russia, the Middle East, Algeria. He was highly praised for his outstanding performance and contributions. Mr. Yuan has worked for Conoco Phillips China Inc. for 12 years, and worked as Xijiang Drilling, Completion Services Manager, Senior Reservoir, Production Engineer, Senior Drilling Engineer, Senior Production, Completion Engineer, Engineers and so on. Mr. Yuan graduated from 西南石油學院 (Southwest Petroleum Institute*) with a Bachelor of Engineering, majoring in offshore petroleum engineering in 1992.

– III-8 – APPENDIX III GENERAL INFORMATION

Mr. Pan Yuxin (潘玉新)(“Mr. Pan”), aged 38, is our vice president. He joined our Group in 2011 and he is primarily responsible for the management of domestic market. Mr. Pan has over 20 years of experience in oil and gas service industry. He has worked as Northeast Project Manager, North China Project Manager, Southwest Project Manager, Marketing Director and Vice President for 北京一龍恒業石油工程技有限公司. He has worked as field and sales department manager for Anton Oilfield Services Group. He has been in charge of water injection station, oil production station and oil producing region for Zhongyuan oilfield. Mr. Pan graduated in July 1995 from the Zhongyuan Oilfield Petroleum School and graduated from China PLA Institute of Engineering Corps undergraduate in June 2013.

Mr. Lin Jingyu (林景禹)(“Mr. Lin”), aged 41, is our vice president. Mr. Lin Jingyu is responsible for the engineering and technology of our production enhancement department and Jiaoshiba project department. He joined our Group in 2008 as a senior engineer. He has over 19 years of experience in the exploration and development technology of oilfields. From July 2006 to August 2008, Mr. Lin Jingyu served as the vice president and senior engineer of the Acid Fracturing Research Centre of the Research Institute of Petroleum Engineering and Technology of Sinopec Henan Oilfield Company (中石化河南油田分公司石油工程技術研究院壓裂酸化研究所). Before then, he was the office director and engineer of the Acid Fracturing Research Centre of the Research Institute of Petroleum Engineering and Technology of Henan Oilfield Company. From July 1996 to July 2000, he was the assistant engineer of Henan Oilfield and Oil Production Technology Research Institute (河南油田採油工藝研究所). Before then, Mr. Lin Jingyu obtained a Master degree in oil, gas and oilfields exploration from the School of Petroleum Engineering of Yangtze University (formerly known as Jianghan Petroleum Institute) (長江大學石油工程學院（原江漢石油學院）). From September 1992 to June 1996, he obtained a Bachelor degree in petroleum engineering from Xi’an Petroleum Institute (西安石油學院). In addition, Mr. Lin Jingyu participated in international investment and project management for oil and gas exploration and development in Imperial College London during September 2005 to March 2006.

– III-9 – APPENDIX III GENERAL INFORMATION

Positions and addresses of the Senior Management

Name of Director Position Address

Sun Jinxia Vice President F/7,Building A, Tiley Central Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Zhang Taiyuan Vice President F/7,Building A, Tiley Central Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Shu Wa Tung Laurence Chief Financial Officer F/7,Building A, Tiley Central Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Xie Qingfan Vice President F/7,Building A, Tiley Central and Chief Engineer Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Yuan Fucun Vice President F/7,Building A, Tiley Central Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Pan Yuxin Vice President F/7,Building A, Tiley Central Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Lin Jingyu Vice President F/7,Building A, Tiley Central Plaza, No.3 Haide Road, NanShan District, ShenZhen, GuangDong, China

Company Secretary

Mr. Tung Tat Chiu, Michael (佟達釗), aged 52, was appointed as the company secretary of our Company on 18 February 2013. He is the senior partner of Tung & Co., a law firm providing legal advice as to Hong Kong laws to our Group since 2007. He holds a Bachelor of Arts degree in law and accounting from The University of Manchester, the United Kingdom. He has over 24 years of experience as practising lawyer in Hong Kong. He is also a China-Appointed Attesting Officer. Mr. Tung currently serves as a joint company secretary of Jiangxi Copper Company Limited (stock code: 358), Harbin Electric Company Limited (stock code: 1133) and Qingling Motors Co. Ltd (stock code: 1122) and the sole company secretary of Yunbo

– III-10 – APPENDIX III GENERAL INFORMATION

Digital Synergy Group Limited (stock code: 8050), respectively. He is currently the internal legal adviser of Silver Grant International Industries Limited (stock code: 171).

5. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATION

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive in the Shares, underlying Shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or were otherwise required pursuant to section 352 of the SFO to be entered in the register referred to therein; or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) to be notified to the Company and the Stock Exchange, were as follows:

Interests in Shares and Underlying Shares of the Company

Approximate percentage of Capacity/ Number of interest in Name of Director Nature of interest Shares the Company (Note 1)

Mr. Wang Jinlong Interest in a controlled 376,092,414(L) 34.81% Corporation (Note 2) Beneficial owner (Note 4) 100,000(L) 0.01%

Mr. Lee Tommy Beneficiary of trust (Note 3) 340,774,104(L) 31.54% Beneficial owner (Note 4) 100,000(L) 0.01%

Mr. Ko Po Ming Beneficial owner 1,242,857(L) 0.12% (Notes 4 and 5)

Mr. Zhao Jindong Beneficial owner (Note 4) 100,000(L) 0.01%

Ms. Ma Hua Beneficial owner (Note 4) 100,000(L) 0.01%

Mr. He Shenghou Beneficial owner (Note 4) 100,000(L) 0.01%

Mr. Tong Hin Wor Beneficial owner (Note 4) 100,000(L) 0.01%

Mr. Wong Lap Tat Arthur Beneficial owner (Note 4) 100,000(L) 0.01%

– III-11 – APPENDIX III GENERAL INFORMATION

Notes:

1. “L” denotes long position.

2. Mr. Wang holds approximately 41.19% of the issued share capital in King Shine and King Shine directly holds approximately 31.42% of the total number of issued shares of the Company. Therefore, Mr. Wang is taken to be interested in the number of Shares held by King Shine pursuant to Part XV of the SFO. These Shares include 339,492,414 Shares beneficially owned by King Shine and 36,600,000 nil-paid Rights Shares for which King Shine has irrevocably and unconditionally undertaken to subscribe pursuant to its Irrevocable Undertaking.

3. 63.99% of the total issued share capital of Termbray Industries International (Holdings) Limited is owned by Lee & Leung (B.V.I.) Limited which is wholly-owned by Lee & Leung Family Investment Limited, which is wholly owned by HSBC International Trustee Limited as trustee for Lee & Leung Family Trust. Mr. Lee Lap is the settlor of the Lee & Leung Family Trust. The discretionary beneficiaries of the Lee & Leung Family Trust are Madam Leung Lai Ping, the children of Mr. Lee Lap and Madam Leung Lai Ping (including Mr. Lee Tommy, a non-executive Director) and the offspring of such children. Termbray Industries International (Holdings) Limited directly holds 100% of the issued share capital of Termbray Electronics (B.V.I.) Limited which in turn holds 100% of the issued share capital of Termbray Natural Resources. Therefore, Mr. Lee Lap, Mr. Lee Tommy, HSBC International Trustee Limited, Lee & Leung Family Investment Limited, Lee & Leung (B.V.I.) Limited, Termbray Industries International (Holdings) Limited and Termbray Electronics (B.V.I.) Limited are taken to be interested in the number of Shares held by Termbray Natural Resources pursuant to Part XV of the SFO. Pursuant to its Irrevocable Undertaking, Termbray Natural Resources has irrevocably and unconditionally undertaken to subscribe for 35,500,000 nil-paid Rights Shares.

4. 100,000 share options were granted to each of the Directors on 29 April 2014 pursuant to the Share Option Scheme. Therefore under Part XV of the SFO, the Directors are taken to be interested in the underlying shares that they are entitled to subscribe for subject to the exercise of the share options granted.

5. Apart from Note 4, these Shares include 1,000,000 Shares beneficially owned by Mr. Ko and 142,857 nil-paid Rights Shares for which he has irrevocably and unconditionally undertaken to subscribe pursuant to his Irrevocable Undertaking.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or in the shares, underlying shares or debentures of any of the associated corporations of the Company (within the meaning of Part XV of the SFO) which were required 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 he/she was taken or deemed to have under such provisions of the SFO); or were otherwise required pursuant to section 352 of the SFO to be entered in the register referred to therein; or were required pursuant to the Model Code to be notified to the Company and the Stock Exchange.

6. SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES

Save as disclosed below, as at the Latest Practicable Date, according to the register of interest kept by the Company under section 336 of the SFO and so far as is known to any Directors, no other person nor company (other than the Directors whose interests are disclosed above) had an interest or a short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and3 of Part XV of the SFO, or who were, directly or indirectly, interested in 10% or more of

– III-12 – APPENDIX III GENERAL INFORMATION the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other principal members of the Group or had any option in respect of such capital:

Interests of substantial shareholders of the Company

Approximate percentage of Capacity/ Number of shareholding in Name of Shareholder Nature of interest Shares the Company (Note 1)

Mr. Lee Lap Settlor of a discretionary 340,774,104(L) 31.54% trust (Note 2)

HSBC International Trustee (Note 2) 340,774,104(L) 31.54% Trustee Limited

Lee & Leung Family Investment Interest in a controlled 340,774,104(L) 31.54% Limited corporation (Note 2)

Lee & Leung (B.V.I.) Limited Interest in a controlled 340,774,104(L) 31.54% corporation (Note 2)

Termbray Industries Interest in a controlled 340,774,104(L) 31.54% corporation (Note 2)

Termbray Electronics (BVI) Interest in a controlled 340,774,104(L) 31.54% corporation (Note 2)

Termbray Natural Resources Beneficial owner 340,774,104(L) 31.54%

TCL Corporation Interest in a controlled 74,242,724(L) 6.87% corporation (Note 3)

T.C.L. Industries Holdings (H.K.) Interest in a controlled 74,242,724(L) 6.87% Limited (“TCL HK”) corporation (Note 3)

Excel Top Holdings Limited Interest in a controlled 74,242,724(L) 6.87% corporation (Note 3)

Jade Max Holdings Limited Interest in a controlled 74,242,724(L) 6.87% corporation (Note 3)

Jade Win Investment Limited Beneficial owner 74,242,724(L) 6.87%

Ms. Zhou Xiaojun Interest of spouse (Note 4) 376,192,414(L) 34.82%

King Shine Beneficial owner 376,092,414(L) 34.81%

Yan Tai Jereh Interest in a controlled 67,109,714 6.21% corporation (Note 5)

– III-13 – APPENDIX III GENERAL INFORMATION

Notes:

1. “L” denotes long position.

2. 63.99% of the total issued share capital of Termbray Industries International (Holdings) Limited is owned by Lee & Leung (B.V.I.) Limited which is wholly-owned by Lee & Leung Family Investment Limited, which is wholly owned by HSBC International Trustee Limited as trustee for Lee & Leung Family Trust. Mr. Lee Lap is the settlor of the Lee & Leung Family Trust. The discretionary beneficiaries of the Lee & Leung Family Trust are Madam Leung Lai Ping, the children of Mr. Lee Lap and Madam Leung Lai Ping (including Mr. Lee Tommy, a non-executive Director) and the offspring of such children. Termbray Industries International (Holdings) Limited directly holds 100% of the issued share capital of Termbray Electronics (B.V.I.) Limited which in turn holds 100% of the issued share capital of Termbray Natural Resources. Therefore, Mr. Lee Lap, Mr. Lee Tommy, HSBC International Trustee Limited, Lee & Leung Family Investment Limited, Lee & Leung (B.V.I.) Limited, Termbray Industries International (Holdings) Limited and Termbray Electronics (B.V.I.) Limited are taken to be interested in the number of Shares held by Termbray Natural Resources pursuant to Part XV of the SFO. Pursuant to its Irrevocable Undertaking, Termbray Natural Resources has irrevocably and unconditionally undertaken to subscribe for 35,500,000 nil-paid Rights Shares.

3. TCL Corporation directly holds 100% of the issued share capital of TCL HK, which in turn holds 100% of the issued share capital of Excel Top Holdings Limited, which in turn holds 100% of the issued share capital of Jade Max Holdings Limited, which in turn holds 100% of the issued share capital of Jade Win. Therefore, TCL Corporation, TCL HK, Excel Top Holdings Limited and Jade Max Holdings Limited are taken to be interested in the number of Shares held by Jade Win pursuant to Part XV of the SFO. Pursuant to its Irrevocably Undertaking, Jade Win has irrevocably and unconditionally undertaken to subscribe for 10,606,103 nil-paid Rights Shares.

4. Ms. Zhou holds approximately 17.21% of the issued share capital in King Shine. Ms. Zhou is the spouse of Mr. Wang. Therefore, Ms. Zhou is deemed to be interested in the Shares in which Mr. Wang is interested for the purpose of the SFO.

5. Yan Tai Jereh directly holds 100% of the share capital of Yantai Jereh Petroleum Equipment & Technologies Co., Ltd., which in turn holds 100% of the issued share capital of Jereh. Therefore, Yan Tai Jereh and Yantai Jereh Petroleum Equipment & Technologies Co., Ltd. are taken to be interested in the number of Shares held by Jereh. These Shares include 7,971,000 Shares beneficially owned by Jereh, 58,000,000 Rights Shares underwritten by Jereh pursuant to the Underwriting Agreement and 1,138,714 nil-paid Rights Shares for which Jereh has irrevocably and unconditionally undertaken to subscribe pursuant to its Irrevocably Undertaking.

7. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which will not expire or is not determinable by the Group within one year without payment of compensation other than statutory compensation.

8. DIRECTORS’ INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest in any assets which have been, since 31 December 2013 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement, subsisting at the date of this Prospectus, which is significant to the business of the Group.

– III-14 – APPENDIX III GENERAL INFORMATION

9. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has made its statement for inclusion in this Prospectus:

Name Qualification

PricewaterhouseCoopers (“PwC”) Certified Public Accountants

PwC has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of its letters, reports and/or summary of its opinions (as the case may be) and references to its name in the form and context in which they respectively appear herein.

As at the Latest Practicable Date, PwC did not have any direct or indirect interest in any securities of any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did they have any interest, either directly or indirectly, in any assets which had been, since 31 December 2013 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to or were proposed to be acquired or disposed of by or leased to any member of the Group.

10. CORPORATE INFORMATION

Registered office Commerce House Wickhams Cay 1 P.O. Box 3140 Road Town, Tortola British Virgin Islands VG1110

Principal place Office No. 504, 5th Floor of business Tower 1, Silvercord in Hong Kong No. 30 Canton Road Kowloon, Hong Kong

Company secretary Mr. Tung Tat Chiu, Michael

Authorised Mr. Wang Jinlong (王金龍) representatives Flat A, 4th Floor Tak On Mansions 5 Pine Street, Tai Kok Tsui Kowloon, Hong Kong

Mr. Tung Tat Chiu, Michael (佟達釗) Office 1601, 16th Floor LHT Tower, 31 Queen’s Road Central, Hong Kong

– III-15 – APPENDIX III GENERAL INFORMATION

Auditor PricewaterhouseCoopers Certified Public Accountants 22/F Prince’s Building Central, Hong Kong

Branch share registrar Computershare Hong Kong Investor Services Limited and transfer office Shops 1712-1716, 17th Floor, Hopewell Centre in Hong Kong 183 Queen’s Road East Wanchai Hong Kong

Principal share Codan Trust Company (B.V.I.) Ltd. registrar and Commerce House, Wickhams Cay 1 transfer office in P.O. Box 3140 the British Virgin Road Town, Tortola Islands British Virgin Islands VG1110

Principal bankers Standard Chartered Bank (China) Limited 11/F Tower A, Kingkey 100 Building No. 5016 Shennan East Road Luohu District Shenzhen 518001 China

China Merchants Bank China Merchants Building, Shekou Shenzhen 518067 China

Hang Seng Bank Limited 83 Des Voeux Road Central Hong Kong

China Construction Bank Corporation Rongchao Business Center 6006 Yitian Road, Futian District Shenzhen PRC

Industrial and Commercial Bank of China Limited Clearing Centre the Second Floor North Block Financial Center Shennan Road East Shenzhen PRC

– III-16 – APPENDIX III GENERAL INFORMATION

11. PARTIES INVOLVED IN THE RIGHTS ISSUE

Underwriters Jereh International (Hong Kong) Co., Limited Rooms 05-15, 13A/F South Tower World Finance Centre Harbour City 17 Canton Road Tsim Sha Tsui, Kowloon, Hong Kong

China Galaxy International Securities (Hong Kong) Co., Limited Units 3501-7 & 3513-14 35/F Cosco Tower 183 Queen’s Road Central Hong Kong

Legal advisers to As to Hong Kong law the Company Tung & Co. in association with Jia Yuan Law Office Office 1601, 16th Floor, LHT Tower 31 Queen’s Road Central Hong Kong

As to BVI law Conyers Dill & Pearman 2901 One Exchange Square 8 Connaught Place Central Hong Kong

Reporting accountant PricewaterhouseCoopers Certified Public Accountants 22/F Prince’s Building Central Hong Kong

12. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following contracts (not being contracts in the ordinary course of business of the Company) have been entered into by members of the Group within two years immediately preceding the date of this Prospectus which are or may be material:

(a) a non-competition deed entered into on 18 February 2013 between the Company (for itself and as trustee for and on behalf of its subsidiaries and associated companies) and King Shine, Mr. Wang Jinlong, Ms. Zhou Xiaojun, Termbray Industries International (Holdings) Limited, Termbray Electronics (B.V.I.) Limited, Termbray Natural Resources, Mr. Lee Lap, Mr. Lee Tommy, Lee & Leung (B.V.I.) Limited and First Trend Management (PTC) Limited;

– III-17 – APPENDIX III GENERAL INFORMATION

(b) a cornerstone placing agreement dated 19 February 2013 entered into among Golden Prosperity Development Limited, the Company and CCB International Capital Limited (“CCBIC”), CIMB Securities Limited (“CIMB”) and China Galaxy (together with CCBIC and CIMB collectively referred to as the “Joint Lead Managers”, the “Joint Bookrunners”, the “Hong Kong Underwriters”orthe“International Underwriters”), pursuant to which Golden Prosperity Development Limited agreed to subscribe for the Shares in the amount of Hong Kong dollars equivalent US$2 million;

(c) a cornerstone placing agreement dated 19 February 2013 entered into among Minmetals Capital (Hong Kong) Limited, the Company and the Joint Lead Managers, pursuant to which Minmetals Capital (Hong Kong) Limited agreed to subscribe for the Shares in the amount of Hong Kong dollars equivalent US$10 million;

(d) a cornerstone placing agreement dated 19 February 2013 entered into among Clarion Valley Capital Ltd., the Company and the Joint Lead Managers, pursuant to which Clarion Valley Capital Ltd. agreed to subscribe for the Shares in the amount of Hong Kong dollars equivalent US$4 million;

(e) a cornerstone placing agreement dated 19 February 2013 entered into among Value Partners Hong Kong Limited, the Company and the Joint Lead Managers, pursuant to which Value Partners Hong Kong Limited agreed to subscribe for the Shares in the amount of Hong Kong dollars equivalent US$10 million;

(f) a cornerstone placing agreement dated 19 February 2013 entered into among CSOF, Everbright, the Company and the Joint Lead Managers, pursuant to which CSOF and Everbright agreed to subscribe for the Shares in the amount of Hong Kong dollars equivalent US$6,067,669 and US$2,932,331 respectively;

(g) a deed of indemnity entered into on 19 February 2013 between Termbray Industries International (Holdings) Limited, Termbray Electronics (B.V.I.) Limited, Termbray Natural Resources and King Shine, Mr. Wang Jinlong and Ms. Zhou Xiaojun with and in favour of our Company;

(h) the underwriting agreement dated 21 February 2013 relating to the Hong Kong Public Offering (as defined in the prospectus of the Company dated 22 February 2013) and entered into by, among others, the executive Directors, King Shine, Mr. Wang Jinlong and Ms. Zhou Xiaojun, Termbray Industries International (Holdings) Limited, Termbray Electronics (B.V.I.) Limited and Termbray Natural Resources, CCBIC as the sole global coordinator, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Company;

– III-18 – APPENDIX III GENERAL INFORMATION

(i) the international placing agreement dated 27 February 2013 relating to the International Placing (as defined in the prospectus of the Company dated 22 February 2013) and entered into by, among others, the executive Directors, King Shine, Mr. Wang Jinlong and Ms. Zhou Xiaojun, Termbray Industries International (Holdings) Limited, Termbray Electronics (B.V.I.) Limited and Termbray Natural Resources, CCBIC as the sole global coordinator, the Joint Bookrunners, the Joint Lead Managers, the International Underwriters and the Company;

(j) the sale and purchase agreement dated 5 November 2013 entered into between Hero Gain Investments Limited, a company incorporated in the BVI and a wholly-owned subsidiary of the Company, as the purchaser (the “Purchaser”), Natural Peak Overseas Ltd, a company incorporated in the BVI with limited liability and wholly owned by Mr. Wong Kowk Ping Albert (“Mr. Wong”), as the vendor (the “Vendor”) and Mr. Wong as the guarantor in relation to the acquisition of 45% equity interest in Sheraton Investment Worldwide Ltd., a company incorporated in the BVI, by the Purchaser from the Vendor for the consideration of US$8,000,000;

(k) the sale and purchase agreement dated 12 December 2013 entered into between 深圳市百勤石油技術有限公司 (Petro-king Oilfield Technology Limited*), an indirectly wholly-owned subsidiary of the Company, as the purchaser and Yan Tai Jereh as the vendor in relation to the purchase of a set of high-pressure pumping fracturing equipment comprising mainly truck mounted fracturing unit, truck mounted sand blender, fracturing van, truck mounted manifold unit, skid mounted manifold unit and truck mounted mixing unit;

(l) the sale and purchase agreement dated 5 June 2014 entered into among Petro-king International Co., Limited, an indirectly wholly-owned subsidiary of the Company, as the purchaser, 四川昆倫石油設備製造有限公司 (Sichuan Kunlun Petroleum Equipment Manufacturing Co., Ltd.*), a company wholly-owned by 中曼石油天然汽集團股份有限公司 (Zhongman Petroleum and Natural Gas Group Corp., Ltd.*), as the vendor and Zhongman Petroleum and Natural Gas Group Corp., Ltd. as the guarantor;

(m) the Underwriting Agreement; and

(n) the Irrevocable Undertakings.

13. LITIGATION

Save as disclosed below, as at the Latest Practicable Date, no member of the Group is engaged in any litigation or claims of material importance known to the Directors to be pending or threatened against any member of the Group.

– III-19 – APPENDIX III GENERAL INFORMATION

As disclosed in the announcement of the Company dated 29 July 2014, on or around 25 July 2014, a contracting party (the “Contracting Party”) of the Company has initiated legal proceedings (the “Litigation”) as plaintiff in 鄭州市中級人民法院 (Zhengzhou Intermediate People’s Court*, Henan, the People’s Republic of China (the “PRC”)) (the “Court”) against 深圳市百勤石油技術有限公司 (Petro-king Oilfield Technology Limited*) (“Petro-king Shenzhen”), an indirect wholly-owned subsidiary of the Company, as defendant. The Contracting Party has also applied for and obtained an order from the Court to preserve RMB16,000,000 being deposited at the bank accounts maintained by Petro-king Shenzhen. Based on the preliminary assessment by the Group’s legal counsel in the PRC and the information available at this stage, the Board is of the view that the Litigation is not expected to have material effect on the financial or business position of the Group as a whole.

As at the Latest Practicable Date, four trials in relation to the Litigation have been conducted respectively on 10 September, 24 September, 5 November and 21 November, 2014, in the Court. In the second trial, the Contracting Party amended the amount of the claim from RMB 16,412,366.61 to RMB 24,164,142 and as at the Latest Practicable Date, the proceedings of the Litigation is still in progress.

14. EXPENSES

The expenses in connection with the Rights Issue and the application for listing, including underwriting commission, printing, registration, translation, legal and accounting charges are estimated to amount to approximately HK$3.32 million and will be payable by the Company.

15. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of this Prospectus, together with copies of the PAL and EAF and the written consent referred to in the paragraph headed “Qualification and Consent of Expert” in this appendix have been delivered to the Hong Kong Companies Registry for registration as required by section 342C of the Companies (WUMP) Ordinance.

16. LEGAL EFFECT

The Issue Documents and all acceptances of any offer or application contained in such documents are governed by and shall be construed in accordance with the laws of Hong Kong. Where an application is made in pursuance of any such documents, the relevant document(s) shall have the effect of rendering all persons concerned bound by the provisions, other than the penal provisions, of sections 44A and 44B of the Companies (WUMP) Ordinance, so far as applicable.

– III-20 – APPENDIX III GENERAL INFORMATION

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of principal place of business of the Company at Room 504, 5/F, Tower 1 Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong during normal business hours (i.e. from 9:00 a.m. to 12:00 noon. and from 1:00 p.m. to 6:00 p.m.) unless (i) a tropical cyclone warning signal number 8 or above is hoisted, or (ii) a black rainstorm warning signal is issued, except public holidays, from the date of this Prospectus up to and including Monday, 26 January 2015:

(a) the memorandum and articles of association of the Company;

(b) the annual report of the Company for the year ended 31 December 2013 and the interim report of the Company for the six months ended 30 June 2014;

(c) the report on the unaudited pro forma financial information of the Group issued by PricewaterhouseCoopers set out in Appendix II to this prospectus;

(d) the written consent referred to in the paragraphs headed “Qualification and Consent of Expert” in this appendix;

(e) the material contracts of the Company listed in the paragraph headed “Material Contracts” in this appendix;

(f) this Prospectus.

18. MISCELLANEOUS

(a) The registered office of the Company is Commerce House, Wickhams Cay 1 P.O. Box 3140, Road Town, Tortola, British Virgin Islands, VG1110 and the principal place of business of the Company is Office No. 504, 5th Floor, Tower 1, Silvercord, No. 30 Canton Road, Kowloon, Hong Kong.

(b) The Share Registrar is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

* For identification purpose only

– III-21 –