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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

KUNLUN ENERGY COMPANY LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 00135.HK)

NOTICE OF THE SGM NOTICE IS HEREBY GIVEN that the SGM of Kunlun Energy Company Limited (the "Company") will be convened at the Mandarin's Suite, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 10 December 2014, Wednesday at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions.

Unless otherwise indicated, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 11 November 2014 relating to, amongst other things, the Fifth Supplemental Agreement and the Proposed Annual Caps (the "Circular").
1. "THAT:
(a) the entering into of the Fifth Supplemental Agreement and the transactions contemplated thereunder, details of which are more particularly described in the Circular, be and is hereby approved, ratified and confirmed; and
(b) t h e Board be and is hereby authorised to implement the transactions under the Fifth
Supplemental Agreement.
2. (a) the Continuing Connected Transactions under Categories (a), (b), (d) and (e) as set out in the
"Letter from the Board" in the Circular be and are hereby approved; and
(b) the Proposed Annual Caps for the Continuing Connected Transactions under Categories (a), (b), (d) and (e) for the three financial years commencing on 1 January 2015 to 31 December 2017 as set out in the "Letter from the Board" in the Circular be and are hereby approved; and
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(c) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to and implement the Continuing Connected Transaction under Categories (a), (b), (d) and (e) and the Proposed Annual Caps for the Continuing Connected Transactions under Categories (a), (b), (d) and (e) for the three financial years commencing from 1 January 2015 to 31 December 2017.
By the Order of the Board

Lau Hak Woon

Company Secretary

Hong Kong, 11 November 2014

Notes:

1. The register of members of the Company will be closed for registration of transfer of shares from Monday 8 December

2014 to Wednesday 10 December 2014, both days inclusive. In order to qualify for attending and voting at the SGM, all transfer documents should be lodged for registration with Tricor Secretaries Limited, the Company's branch share registrar and transfer office in Hong Kong, at Level 22 Hopewell Centre 183 Queen's Road East Hong Kong before the close of business day on Friday 5 December 2014.

2. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/ her stead. A proxy need not be a member of the Company. Completion and return of the proxy form will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

3. To be valid, the proxy form, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's principal office at 39th Floor, 118 Connaught Road West, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be). The proxy form must be completed strictly in accordance with the instructions set out therein.

4. CNPC and its associates (including PetroChina) will abstain from voting in respect of all the resolutions set out above.

5. Unless otherwise defined, terms used in this notice shall have the same meanings as those defined in the Circular.

The Board of Directors as at the date of this notice comprises of Mr Wu Enlai as the Chairman and Executive Director, Mr Zhao Yongqi as the Chief Executive Officer and Executive Director, Mr Zhang Bowen as the President and Executive Director, Mr Cheng Cheng as the Senior Vice President and Executive Director and Dr Lau Wah Sum, Mr Li Kwok Sing Aubrey and Dr Liu Xiao Feng as Independent Non-Executive Directors.

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