Petro king Oilfield Services : Circulars - (I) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL AND DEEMED DISPOSAL OF EQUITY INTERESTS IN SUBSIDIARIES; (II) DISCLOSEABLE AND CONNECTED TRANSACTIONS; AND (III) NOTICE OF THE EGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Petro-king Oilfield Services Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the stockbroker, registered dealer in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

(I) MAJOR AND CONNECTED TRANSACTION

IN RELATION TO THE DISPOSAL AND

DEEMED DISPOSAL OF EQUITY INTERESTS IN SUBSIDIARIES;

1. DISCLOSEABLE AND CONNECTED TRANSACTIONS; AND
2. 1. NOTICE OF THE EGM

Financial adviser to Petro-king Oilfield Services Limited

SOMERLEY CAPITAL LIMITED

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 9 to 33 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 34 to 35 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 36 to 61 of this circular.

A notice convening the EGM to be held at 17th Floor, Tower 2, Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 1 February 2021 at 3:00 p.m. is set out on pages EGM-1 to EGM-9 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM or any adjournment thereof, you are requested to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

12 January 2021

		CONTENTS
			Pages
DEFINITIONS .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	34
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . .	36
APPENDIX I	-	FINANCIAL INFORMATION OF THE GROUP . . . . .	I-1
APPENDIX II	-	VALUATION REPORT OF STAR PETROTECH . . . . . .	II-1
APPENDIX III	-	VALUATION REPORT OF PETRO-KING HUIZHOU . . .	III-1
APPENDIX IV	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . .	IV-1
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
ACCOMPANYING DOCUMENT: FORM OF PROXY

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below, unless the

context requires otherwise:

"associate(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Board"	the board of the Directors
"Capital Increase Agreements"	collectively, the Employee Capital Increase
	Agreement, the Independent Capital Increase
	Agreement I, the Independent Capital Increase
	Agreement II, the Independent Capital Increase
	Agreement III, the Independent Capital Increase
	Agreement IV, the Independent Capital Increase
	Agreement V, the Independent Capital Increase
	Agreement VI and the Independent Capital Increase
	Agreement VII
"Capital Increases"	collectively, the Employee Capital Increase, the
	Independent Capital Increase I, the Independent
	Capital Increase II, the Independent Capital Increase
	III, the Independent Capital Increase IV, the
	Independent Capital Increase V, the Independent
	Capital Increase VI and the Independent Capital
	Increase VII
"Company"	Petro-king Oilfield Services Limited (百勤油田服務有
	限公司), a company incorporated in the British Virgin
	Islands with limited liability, the issued Shares of
	which are listed on the Main Board of the Stock
	Exchange (Stock Code: 2178)
"connected person(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to
	be convened and held for the purpose of considering
	and, if thought fit, approving the Star Petrotech
	Disposal, the Petro-king Huizhou Connected
	Disposal, the Capital Increases and the provision of
	the Loan Facilities

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	DEFINITIONS
"Employee Capital Increase"	the capital contribution by the Employee Partnership
	Enterprise in the amount of RMB2 million to the
	registered capital and the capital reserve of Petro-king
	Huizhou pursuant to the Employee Capital Increase
	Agreement
"Employee Capital Increase	the capital increase agreement dated 13 November
Agreement"	2020 and entered into, among others, the Employee
	Partnership Enterprise and Petro-king Huizhou in
	relation to the Employee Capital Increase
"Employee Partnership	深圳巿龍凱管理諮詢合夥企業（有限合夥）(Shenzhen
Enterprise"	Longkai Management Consulting Partnership
	Enterprise (Limited Partnership)#), a limited liability
	partnership enterprise established in the PRC, being
	the party to the Employee Capital Increase Agreement
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Independent Board	the independent board committee of the Company,
Committee"	comprising all the independent non-executive
	Directors, namely Mr. Leung Lin Cheong, Mr. Tong
	Hin Wor and Mr. Xin Junhe, formed to advise the
	Independent Shareholders in respect of the Petro-king
	Huizhou Connected Disposal and the provision of the
	Loan Facilities
"Independent Capital	the capital contribution by the Independent
Increase I"	Subscriber I in the amount of RMB10 million to the
	registered capital and the capital reserve of Petro-king
	Huizhou pursuant to the Independent Capital
	Increase Agreement I
"Independent Capital	the capital contribution by the Independent
Increase II"	Subscriber II in the amount of RMB5 million to the
	registered capital and the capital reserve of Petro-king
	Huizhou pursuant to the Independent Capital
	Increase Agreement II

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