China Oilfield Services : Proxy Form for 2020 Annual General Meeting

(Incorporated in the People's Republic of China as a joint stock limited liability company)

(Stock Code: 2883)

Proxy Form for 2020 Annual General Meeting

Number of Shares related

H Shares/A Shares*

to this proxy form

I/(We) (Note

1)

of

being the holder(s)

of (Note 2)

H Share(s)/

A Share(s)* of China Oilfield Services Limited (the "Company") now appoint (note 3)

(I.D. No.:

of

)/

or failing him, the Chairman of the meeting as my (our) proxy to attend and vote for me (us) on the resolutions in accordance with the instructions below and on my (our) behalf at the Annual General Meeting ("AGM") to be held at 10:00 a.m. (Beijing time) on 1 June 2021 (Tuesday) at Room 311, Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & Technological Development Zone, Sanhe City, Hebei Province, the PRC for the purpose of considering and, if thought fit, passing those resolutions as set out in the notice convening the said meeting. In the absence of any indication, the proxy may vote for or against the resolutions or abstain at his own discretion.

		ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)	Abstain (Note 4)
1.	To consider and approve the audited financial statements and
	the report of the auditor for the year ended 31 December
	2020.
2.	To consider and approve the proposed profit distribution plan
	and annual dividend plan for the year ended 31 December
	2020.
3.	To consider and approve the report of the directors of the
	Company for the year ended 31 December 2020.
4.	To consider and approve the report of the supervisory
	committee of the Company for the year ended 31 December
	2020.
5.	To appoint Ernst & Young Hua Ming LLP and Ernst &
	Young as the domestic and international auditors of the
	Company for the year 2021 and authorisation to the board of
	directors (the "Board") to fix the remuneration thereof.
6.	To consider and approve the provision of guarantees by the
	Company for subsidiaries and external third parties of the
	Company.
7.	To consider and approve the appointment of Ms. Chiu Lai
	Kuen, Susanna as an independent non-executive director of
	the Company.
		SPECIAL RESOLUTIONS	For	Against	Abstain
8.	To consider and, if thought fit, to pass the following
	resolutions:
	(a)	approve a general mandate to the Board to, by
		reference to market conditions and in accordance with
		needs of the Company, issue allot, overseas-listed
		foreign invested shares (H shares) not exceeding 20%
		of the total number of H shares in issue at the time of
		passing this resolution at the annual general meeting.
	(b)	subject to compliance with applicable laws and
		regulations and rules of the relevant securities
		exchange, the board of directors be authorised to
		(including but not limited to the following):

SPECIAL RESOLUTIONS

For

Against

Abstain

1. determine the issuance price, time of issuance, period of issuance, number of shares to be

issued, allottees and use of proceeds, and whether to issue shares to existing shareholders;

1. engage the services of professional advisers for share issuance related matters, and to approve and execute all acts, deeds, documents or other matters necessary, appropriate or required for share issuance;
2. approve and execute documents related to share issuance for submission to regulatory authorities, and to carry out relevant approval procedures;
3. after share issuance, make corresponding amendments to the articles of association of the Company relating to share capital and shareholdings etc, and to carry out relevant registrations and filings.
   The above general mandate will expire on the earlier of ("Relevant Period"):

1. the conclusion of the annual general meeting of the Company for 2021;
2. the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2020; or
3. the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, except where the board of directors has resolved to issue H shares during the Relevant Period and the issue of shares is to be continued or implemented after the Relevant Period.

9. To consider and, if thought fit, to approve the following general mandate to buy back domestic shares (A shares) and overseas-listed foreign invested shares (H shares):

1. approve a general mandate to the board of directors to, by reference to market conditions and in accordance with needs of the Company, to buy back domestic shares (A shares) not exceeding 10% of the total number of domestic shares (A shares) in issue at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders. Pursuant to PRC laws and regulations, in the case of buy back of A shares to be canceled to reduce the registered capital, the Board of the Company will seek further approval from its shareholders in general meeting for each buy back of domestic shares (A shares) even where the general mandate is granted, but will not be required to seek shareholders' approval at class meetings of domestic share (A share) shareholders or overseas-listed foreign invested share (H share) shareholders.

SPECIAL RESOLUTIONS

For

Against

Abstain

1. approve a general mandate to the board of directors to, by reference to market conditions and in accordance with needs of the Company, to buy back overseas-listed foreign invested shares (H shares) not exceeding 10% of the total number of overseas-listed foreign invested shares (H shares) in issue at the time when this resolution is passed at the annual general meeting and the relevant resolutions are passed at class meetings of shareholders.
2. the board of directors be authorised to (including but not limited to the following):
3. 1. determine time of buy back, period of buy back, buy back price and number of shares to buy back, etc;
   2. notify creditors and issue announcements;
   3. open overseas share accounts and to carry out r e l a t e d c h a n g e o f f o r e i g n e x c h a n g e registration procedures;
   4. carry out relevant approval procedures and to carry out filings with the China Securities Regulatory Commission; and
   5. carry out cancelation procedures for buy back shares, make corresponding amendments to the Articles of Association of the Company relating to share capital and shareholdings etc, carry out modification registrations, and to deal with any other documents and matters related to share buy back.

The above general mandate will expire on the earlier of ("Relevant Period"):

1. the conclusion of the annual general meeting of the Company for 2021;
2. the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2020, the first A Shareholders' Class Meeting in 2021 and the first H Shareholders' Class Meeting in 2021; or
3. the date on which the authority conferred by this resolution is revoked or varied by a

special resolution of shareholders at a general m e e t i n g , o r a s p e c i a l r e s o l u t i o n o f shareholders at a class meeting of domestic share (A share) shareholders or a class meeting of overseas-listed foreign invested share (H share) shareholders,

except where the board of directors has resolved to buy back domestic shares (A shares) or overseas- listed foreign invested shares (H shares) during the Relevant Period and the share buy back is to be continued or implemented after the Relevant Period.

Date:		2021	Signature:		(Note 5)

Tel:

Fax:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, strike out the words "the Chairman of the Meeting or" herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and, on a poll, vote in his/her stead. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the Meeting to represent you.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "AGAINST". IF YOU WISH ABSTAIN FROM VOTING, PLEASE TICK THE APPROPRIATE BOXES MARKED "ABSTAIN". Failure to tick the boxes will entitle your proxy to cast your votes at his/her discretion or abstain from the relevant resolutions. Your proxy will also be entitled to vote at his/her discretion or abstain from any other resolution properly put to the Annual General Meeting other than that referred to in the Notice convening the Annual General Meeting. The share abstained will not be convened in the calculation of the required majority by the Company.
5. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If this form of proxy is signed by an attorney of a shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
6. Completion and return of this form of proxy will not preclude you from attending the Annual General Meeting and voting in person if you so wish. In the event that you attend the Annual General Meeting after having lodged this form of proxy, it will be deemed to have been revoked.
7. Holders of the Company's overseas listed foreign invested shares (H Shares) whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited on 13 May 2021 (Thursday) are entitled to attend and vote at the Annual General Meeting.
8. H shareholders who intend to attend the Annual General Meeting must complete and return the reply slip for attending the Annual General Meeting to the Company's Hong Kong registered office by facsimile or post no later than 12 May
   2021 (Wednesday):

Address: 65/F., Bank of China Tower 1 Garden Road, Hong Kong (852)22132515 (852)25259322

1. Each shareholder of the Company who has the right to attend and vote at the Annual General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Annual General Meeting. Where a shareholder has appointed more than one proxy to attend the Annual General Meeting, such proxies may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorised. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be certified by a notary public. For holders of H Shares, the power of attorney or other documents of authorisation and proxy forms must be delivered to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by post or facsimile, no less than 24 hours before the time appointed for the holding of the Annual General Meeting in order for such documents to be valid. For holders of A Shares, the above-mentioned documents must be delivered to the planning and finance department of the Company before the above-mentioned time.

1. Holders of H Shares whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited and holders of A Shares whose name appear on the Company's register of members maintained by Shanghai branch of China Securities Depository & Clearing Corporation Limited after office hour on 13 May 2021 are entitled to attend the Annual General Meeting. The Company's register of members will be closed from 13 May 2021 (Thursday) to 1 June 2021 (Tuesday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the Annual General Meeting must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4:30 p.m. on 12 May 2021 (Wednesday) for completion of the registration of the relevant transfer in accordance with the Articles of Association of the Company.
   Computershare Hong Kong Investor Services Limited's address is as follows: Shops 1712-1716
   17th Floor, Hopewell Centre 183 Queen's Road East Wanchai
   Hong Kong
2. Shareholders or their proxies must present proof of their identities upon attending the Annual General Meeting. Should a proxy be appointed, the proxy must also present copies of his/her form of proxy, or copies of appointing instrument and power of attorney, if applicable.
3. The Annual General Meeting is expected to last not more than one day. Shareholders or proxies attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.
4. For the purpose of determining entitlement for the final dividend for the year ended 31 December 2020, the H Shares register of members of the Company will be closed from Thursday, 17 June 2021 to Tuesday, 22 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be entitled for the final dividend for the year ended 31 December 2020, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, 16 June 2021. Holders of A Shares should contact the secretary of the Board for details concerning registration of transfers of A Shares.
5. The Company adopts cumulative voting method to elect directors and supervisors at the general meetings.
   Cumulative voting method
   When adopting the cumulative voting method for electing the independent non-executive director as proposed in Resolution 7, each of the shares held by a shareholder shall carry the same number of votes corresponding to the number of directors to be elected. A shareholder may exercise his voting rights by splitting his votes evenly for each of the candidates of directors corresponding to the number of shares he holds; or by casting all his votes carried by each of his shares corresponding to the number of directors to be elected for a particular candidate of directors; or by casting a portion of his votes carried by each of his shares corresponding to the number of directors to be elected for a certain number of candidates of directors.
   For example: under the cumulative voting method, the maximum valid votes that a shareholder is entitled to cast are calculated on the basis of the total number of shares held by such shareholder times the number of directors to be elected (2 persons). If such shareholder holds 100 shares, then the maximum valid votes he can cast = 100 (the number of shares held by him) x 2 = 200. The shareholder could use his discretion to cast 200 votes evenly among 2 candidates, or to place all his votes on one particular candidate, or to split his votes to 2 candidates.
   Where the total number of votes cast by a shareholder for one or several of the candidate(s) of directors is in excess of the number of votes carried by the total number of shares held by him, the votes cast by the shareholder shall be invalid, and the shareholder shall be deemed to have waived his voting rights. Where the total number of votes cast for one or several candidate(s) of directors by a shareholder is less than the number of votes carried by the total number of shares held by such shareholder, the votes cast by the shareholder shall be valid, and the voting rights attached to the shortfall between the votes actually cast and the votes which the shareholder is entitled to cast shall be deemed to have been waived by the shareholder.
   The candidate is elected when the obtained exceed half of the number of shares (on the basis of non-cumulative number of shares) held by the shareholders (including their proxies) attending this general meeting.

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