Anton Oilfield Services : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT 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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Anton Oilfield Services Group, you should at once hand this document to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY-BACK

SHARES, RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Anton Oilfield Services Group to be held at No. 8 Pingcui West Road, Donghuqu, Chaoyang District, Beijing on Monday, 27 May 2019 at 10:00 a.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it 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 meeting. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish.

26 April 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

APPENDIX I -	BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II -	EXPLANATORY STATEMENT ON THE PROPOSED SHARE
	BUY-BACKMANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held at No.
	8 Pingcui West Road, Donghuqu, Chaoyang District, Beijing
	on Monday, 27 May 2019 at 10:00 a.m. or any adjournment
	thereof, the notice of which is set out on pages 14 to 18 of this
	circular
"Articles of Association"	the articles of association of the Company adopted on 16 May
	2011 and as amended from time to time
"Board"	the board of directors of the Company
"Cayman Companies Law"	the Companies Law (2013 Revision) of the Cayman Islands as
	consolidated and revised from time to time
"Company"	Anton Oilfield Services Group, a company incorporated in the
	Cayman Islands on 3 August 2007 as an exempted company
	with limited liability, whose Shares are listed on the Main
	Board of the Stock Exchange
"Core connected person(s)"	has the meaning as ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"General Mandates"	the Proposed Share Buy-back Mandate and the Proposed
	Share Issue Mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	23 April 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

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	DEFINITIONS
"Proposed Share Buy-back	a general mandate proposed to be granted to the Directors to
Mandate"	buy back Shares not exceeding 10 per cent of the total number
	of shares of the Company in issue as at the date of passing of
	the relevant resolution at the Annual General Meeting
"Proposed Share Issue Mandate"	a general mandate proposed to be granted to the Directors to
	issue Shares not exceeding 20 per cent of the total number of
	Shares in issue as at the date of passing of the relevant
	resolution at the Annual General Meeting
"Securities and Future	the Securities and Futures Ordinance, (Chapter 571 of the
Ordinance"	Laws of Hong Kong) as amended, supplemented or otherwise
	modified from time to time
"Share(s)"	ordinary share(s) of nominal value of HK$0.10 each in the
	capital of the Company
"Shareholder(s)" or "Member(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers and Share
	Buy-backs as amended, supplemented or otherwise modified
	from time to time

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LETTER FROM THE BOARD

Executive Directors:	Registered office:
Mr. LUO Lin	PO Box 309, Ugland House
Mr. PI Zhifeng	Grand Cayman, KY1-1104
Mr. FAN Yonghong	Cayman Islands
Non-executive Director:	Principal place of business in Hong Kong:
Mr. John William CHISHOLM	40/F, Sunlight Tower
	248 Queen's Road
Independent non-executive Directors:	Wanchai, Hong Kong
Mr. ZHANG Yongyi
Mr. ZHU Xiaoping
Dato WEE Yiaw Hin
	26 April 2019
To the Shareholders
Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND

BUY- BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the Notice of Annual General Meeting and to provide you with information regarding the following proposals to be put forward at the Annual General Meeting: (i) the grant of the Proposed Share Issue Mandate and the Proposed Share Buy-back Mandate; (ii) the extension of the Proposed Share Issue Mandate to include Shares bought back pursuant to the Proposed Share Buy- back Mandate; (iii) the grant of the final dividends; and (iv) the re-election of the retiring Directors.

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