Common use of IMPLICATION UNDER THE LISTING RULES Clause in Contracts

IMPLICATION UNDER THE LISTING RULES. Henan Yanchang is a non-wholly owned subsidiary of the Company, while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 12,686,203,231 Shares as at the date of this announcement representing approximately 69.19% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Proposed Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, the New Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the New Supply Agreement and the transactions and matters contemplated thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the New Supply Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether the terms and the Proposed Annual Caps for the three years ending 31 December 2025 under the New Supply Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regards.

IMPLICATION UNDER THE LISTING RULES. Henan Yanchang is a non-wholly owned subsidiary of the Company, while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 12,686,203,231 Shares as As at the date of this announcement announcement, Yanchang Petroleum HK is the Controlling Shareholder holding 12,686,203,231 Shares, representing approximately 69.19% of the existing issued share capital of the Company. As such, Yanchang Petroleum HK is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supply Loan Agreement will constitute continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As the highest of applicable percentage ratios in respect of the Proposed Annual Caps exceed amount of the Loan exceeds 5% and the consideration Loan exceeds HK$10,000,000 on an annual basisHK$10,000,000, the New Supply Loan Agreement and the transactions contemplated thereunder are is subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. As Yanchang Petroleum HK is the Controlling Shareholder, and directly and wholly owned by Yanchang Petroleum Group, Yanchang Petroleum Group and its associates shall abstain from voting in favour of the New Supply Loan Agreement and the transactions and matters contemplated thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the New Supply Loan Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to, among other things, the Loan Agreement and on whether the terms and the Proposed Annual Caps for the three years ending 31 December 2025 under the New Supply Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a wholehow to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardsconnection. A circular containing, amongst other things, (i) details of the Loan Agreement; (ii) the recommendation of the Independent Board Committee; (iii) the letter from the Independent Financial Adviser; and (iv) a notice of the SGM will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 11 August 2021.

IMPLICATION UNDER THE LISTING RULES. Henan Yanchang Xxxxx Xxxxxxxx is a non-wholly wholly-owned subsidiary of the Company, while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 12,686,203,231 634,310,161 Shares as at the date of this announcement representing approximately 69.1957.66% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supplemental Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Revised Supply Annual Caps and the Proposed Sales Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the New Supplemental Supply Agreement Agreement, the Sales Agreements and the transactions contemplated thereunder thereunder, respectively, are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the New Supplemental Supply Agreement Agreement, the Sales Agreements and the transactions and matters contemplated thereunder thereunder, respectively, at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the New Supplemental Supply Agreement Agreement, the Sales Agreements, and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps for the three years ending 31 December 2025 under the New Supply Agreement Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardsregard.

IMPLICATION UNDER THE LISTING RULES. Henan Yanchang is a nonnon wholly-wholly owned subsidiary of the Company, while Company and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 12,686,203,231 6,496,729,547 Shares as at the date of this announcement representing approximately 69.1953.49% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Proposed Annual Caps amount of the Continuing Connected Transactions exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, the New Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the New Supply Agreement and the transactions and matters contemplated thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the New Supply Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether the terms and the Proposed Annual Caps for the three years ending 31 December 2025 under in relation to, among other things, the New Supply Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a wholetransactions and matters contemplated thereunder and on how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this these regards.