China BlueChemical : GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES GENERAL MANDATE TO REPURCHASE H SHARES ELECTION OF DIRECTORS AND SUPERVISORS IN THE SIXTH SESSION AND NOTICE OF ANNUAL GENERAL MEETING NOTICE OF H SHAREHOLDERS' CLASS MEETING NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

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 independent professional adviser.

If you have sold or transferred all your shares in China BlueChemical Ltd., you should at once hand this circular, together with the enclosed forms of proxy and reply slips, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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

(Stock Code: 3983)

GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES

GENERAL MANDATE TO REPURCHASE H SHARES

ELECTION OF DIRECTORS AND SUPERVISORS

IN THE SIXTH SESSION

AND

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF H SHAREHOLDERS' CLASS MEETING

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

Notices convening the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Thursday, 27 May 2021 at 9:00 a.m., 9:40 a.m. and 9:50 a.m., respectively, are set out on pages 20 to 25, 26 to 28 and 29 to 31 of this circular.

Reply slips and proxy forms for use at the AGM and the Class Meetings (or any adjournment thereof) are enclosed and are also published on the HKExnews website (http://www.hkexnews.hk). Shareholders who intend to attend the AGM and the Class Meetings shall complete and return the corresponding reply slips in accordance with the instructions printed thereon before Friday, 7 May 2021. Whether or not you are able to attend the AGM and the Class Meetings, you are strongly advised to complete and sign the enclosed corresponding proxy forms, in accordance with the instructions printed thereon, and to lodge them with the Company's Secretary Office of the Board in China (for Domestic Shareholders) at Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC or the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM and the Class Meetings (or any adjournment thereof). Completion and return of the proxy forms will not preclude you from attending and voting in person at the AGM and the Class Meetings (or any adjournment thereof) should you so wish.

• For identification purpose only

12 April 2021

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES . . . . . . . . .	5
GENERAL MANDATE TO REPURCHASE H SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
ELECTION OF DIRECTORS AND SUPERVISORS IN THE SIXTH SESSION . . . . . . .	7
ANNUAL GENERAL MEETING AND THE CLASS MEETINGS . . . . . . . . . . . . . . . . . . .	9
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX I	- EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II - BIOGRAPHICAL DETAILS OF DIRECTORS
	AND SUPERVISORS IN THE SIXTH SESSION . . . . . . . . . . . . . . . .	15
APPENDIX III	- NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	20
APPENDIX IV	- NOTICE OF H SHAREHOLDERS' CLASS MEETING . . . . . . . . . . .	26
APPENDIX V	- NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING .	29

- i -

DEFINITIONS

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

''AGM''	the 2020 annual general meeting of the Company which is
	scheduled to be held at the Meeting Room 1401, Kaikang
	CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang
	District, Beijing, the PRC on Thursday, 27 May 2021 at 9:00
	a.m.;
''Articles of Association''	the articles of association of the Company, as amended from
	time to time;
''Board''	the board of Directors of the Company;
''Chairman''	the chairman of the Board
''China'' or ''PRC''	the People's Republic of China;
''Class Meetings''	the H Shareholders' Class Meeting and the Domestic
	Shareholders' Class Meeting;
''CNOOC''	中國海洋石油集團有限公司 (China National Offshore Oil
	Corporation*), a state-owned company established in China
	which is the controlling shareholder (as defined in the Listing
	Rules) of the Company;
''Company''	中海石油化學股份有限公司 (China BlueChemical Ltd.*)
	(stock code: 3983), a company established in the PRC and a
	subsidiary of CNOOC, the H Shares of which have been listed
	on the main board of the Stock Exchange since September
	2006;
''CSRC''	China Securities Regulatory Commission;
''Director(s)''	the director(s) of the Company;
''Domestic Share(s)''	the domestic share(s) and the unlisted foreign share(s) of the
	Company with a nominal value of RMB1.00 each pursuant to
	the Articles of Association;
''Domestic Shareholder(s)''	registered holder(s) of the Domestic Shares;
''Domestic Shareholders' Class	the Domestic Shareholders' class meeting which is scheduled
Meeting''	to be held at the Meeting Room 1401, Kaikang CNOOC
	Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District,
	Beijing, the PRC on Thursday, 27 May 2021 at 9:50 a.m.;

- 1 -

DEFINITIONS

''Group''	the	Company and its subsidiaries from time to time;
''H Share(s)''	the	overseas-listed foreign share(s) in the Company's share
	capital, with a nominal value of RMB1.00 each, which are
	listed on the Stock Exchange;
''H Shareholder(s)''	registered holders of H Share(s);

''H Shareholders' Class Meeting'' the H Shareholders' class meeting which is scheduled to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the

	PRC on Thursday, 27 May 2021 at 9:40 a.m.;
''H Shares Repurchase General	a general mandate proposed to be granted to the Board at the
Mandate''	AGM and the Class Meetings to exercise the power of the
	Company to repurchase H Share not exceeding 10% of the
	total number of H Shares in issue and having not been
	repurchased as at the date of passing the H Shares Repurchase
	General Mandate Resolution;
''H Shares Repurchase General	the special resolution to be proposed to the Shareholders at the
Mandate Resolution''	AGM and the Class Meetings in relation to the granting of the
	H Shares Repurchase General Mandate to the Board;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;
''Issue General Mandate''	a general and unconditional mandate proposed to be granted to
	the Board at the AGM to exercise the power of the Company
	to separately or concurrently issue, allot and/or deal with
	additional Domestic Shares and/or H Shares, and to make or
	grant offers, agreements or options which would or might
	require Domestic Shares and/or H Shares to be issued, allotted
	and/or dealt with, up to the limit of 20% of each of its existing
	Domestic Shares and H Shares of the Company as at the date
	of the passing the Issue General Mandate Resolution;
''Issue General Mandate	the special resolution to be proposed to the Shareholders at the
Resolution''	AGM in relation to the granting of the Issue General Mandate
	to the Board;
''Latest Practicable Date''	7 April 2021, being the latest practicable date prior to the
	issuance of this circular for ascertaining certain information
	contained herein;

- 2 -

DEFINITIONS

''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited as amended from time to
	time;
''Mandatory Provisions''	The Mandatory Provisions for the Articles of Association of
	Companies Seeking a Listing outside the PRC;
''SAFE''	State Administration of Foreign Exchange of the PRC and its
	branches;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''Share(s)''	H Shares and Domestic Shares;
''Shareholders''	registered holders of the Shares;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Supervisor(s)''	the supervisor(s) of the Company;
''Supervisory Committee''	the supervisory committee of the Company; and
''Supervisor Representing the	the Supervisor representing the employees of the Company
Employees''
''Takeovers Code''	The Hong Kong Codes on Takeovers and Mergers and Share
	Buy-backs.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

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

	(Stock Code: 3983)
Executive Directors:	Registered Office:
Mr. Wang Weimin	No. 3 Park Third Road
Mr. Hou Xiaofeng	Basuo Town
	Dongfang City
Non-executive Directors:	Hainan Province
Mr. Guo Xinjun	The PRC
Mr. Liu Zhenyu
	Principal place of business in
Independent non-executive Directors:	Hong Kong:
Ms. Karen Lee Kit Ying	65/F., Bank of China Tower
Mr. Eddie Lee Kwan Hung	No. 1 Garden Road
Mr. Yu Changchun	Central
	Hong Kong
	12 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES

GENERAL MANDATE TO REPURCHASE H SHARES

ELECTION OF DIRECTORS AND SUPERVISORS

IN THE SIXTH SESSION

AND

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF H SHAREHOLDERS' CLASS MEETING

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

INTRODUCTION

The purpose of this circular is to give you notices of the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting and provide you with the information in respect of the proposed (i) granting of the Issue General Mandate to the Board; (ii) granting of the H Shares Repurchase General Mandate to the Board; and (iii) election of Directors and Supervisors in the sixth session to enable you to make a decision on whether to vote for or against the relevant resolutions at the forthcoming AGM and the Class Meetings.

• For identification purpose only

- 4 -

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES

In order to provide the Board with flexibility and discretion to issue Domestic Shares and H Shares in the event that it becomes desirable to issue any such shares, a special resolution will be proposed at the AGM to grant the Board the Issue General Mandate.

Pursuant to the Issue General Mandate, a general and unconditional mandate is to be granted to the Board to exercise the power of the Company to separately or concurrently to issue, allot and/ or deal with additional Domestic Shares and/or H Shares, and to make or grant offers, agreements or options which would or might require Domestic Shares and/or H Shares to be issued, allotted and/or dealt with, up to the limit of 20% of each of its existing Domestic Shares and H Shares of the Company as at the date of passing the Issue General Mandate Resolution at the AGM.

The Issue General Mandate, if approved, shall be effective until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company following the passing of the Issue General Mandate Resolution;
2. the expiration of the 12-month period following the passing of the Issue General Mandate Resolution; or
3. the date on which the authority granted to the Board as set out in the Issue General Mandate Resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.

The obtaining of the Issue General Mandate is in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of government and regulatory authorities of the PRC. The Issue General Mandate Resolution is set out as resolution 16 in the notice of AGM which is appended to this circular.

The Board will only exercise its power under the Issue General Mandate in accordance with the Listing Rules, and the applicable laws, rules and regulations of government and regulatory authorities of the PRC and only if all necessary approvals from the CSRC and/or other relevant PRC authorities are obtained.

GENERAL MANDATE TO REPURCHASE H SHARES

The PRC Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares except under any of the following circumstances: (a) in order to reduce the registered capital of the company; (b) merger with another company holding shares in the Company; (c) the shares are used for employee stock ownership plan or equity incentives; (d) a shareholder requests the Company to purchase the shares held by him/her since he/she objects to a resolution of the shareholders' meeting on the combination or division of the Company; (e) the shares are used for converting convertible corporate bonds issued by the listed company; or (f) when it is necessary for the listed company to preserve its value and shareholders' rights and interests. The Mandatory Provisions (which the Company has incorporated in its Articles

- 5 -

LETTER FROM THE BOARD

of Association) provides that the Company may, subject to procedures of its articles of association and approval of the relevant competent authorities of the PRC, repurchase its issued shares under the following circumstances: (a) cancellation of shares in order to reduce its capital; (b) merger with another company holding shares in the Company; or (c) other circumstances permitted by the laws and regulations.

The Listing Rules permits shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase H shares of such company that are listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders at general meeting and special resolutions passed by holders of domestic shares and overseas listed foreign shares at separate class meetings.

As H Shares are traded on the Stock Exchange in Hong Kong dollars and the price payable by the Company upon any repurchase of H Shares shall, therefore, be paid in Hong Kong dollars, the payment of the repurchase price is subject to the approval of SAFE or entities authorised by it. Besides, the Company shall file with the CSRC (if required), seek approval of the Ministry of Commerce of the PRC and register the changes with company registration authorities after the Company has repurchased its H Shares.

In accordance with the requirements of Article 30 of the Articles of Association, the Company will have to notify its creditors within 10 days after the date of passing the resolution to reduce registered capital of the Company and also make an announcement in newspapers within 30 days after the passing of such resolution. A creditor shall have the right to demand the Company to settle its debts or provide a corresponding guarantee within 30 days of receiving such notice from the Company or, in the case of a creditor who has not received any notice, within 45 days of the date of the announcement.

In order to provide more flexibility to the Directors to repurchase H Shares, a special resolution will be proposed at the AGM and the Class Meetings to grant to the Board the H Shares Repurchase General Mandate.

Pursuant to the H Share Repurchase General Mandate, the H Shares which may be repurchased shall not exceed 10% of the total number of H Shares in issue and having not been repurchased of the Company as at the date of passing of the H Shares Repurchase General Mandate Resolution.

The H Shares Repurchase General Mandate will be conditional upon the special resolution for approving the granting of the H Shares Repurchase General Mandate being passed at each of the AGM and the Class Meetings. Such H Shares Repurchase General Mandate, if approved, will lapse at the earliest of:

1. the conclusion of the next annual general meeting of the Company following the passing of the H Shares Repurchase General Mandate Resolution at the AGM and the Class Meetings;

- 6 -

LETTER FROM THE BOARD

1. the expiration of the 12-month period following the passing of the H Shares Repurchase General Mandate Resolution at the AGM and the Class Meetings; or
2. the date on which the authority conferred to the Board by the H Shares Repurchase General Mandate Resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at their respective class meeting.

The obtaining of the H Shares Repurchase General Mandate is in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of government and regulatory authorities of the PRC. The H Shares Repurchase General Mandate Resolution is set out as resolution 17 in the notice of AGM and resolution 1 in the notice of the H Shareholders' Class Meeting and the notice of the Domestic Shareholders' Class Meeting, respectively, which are appended to this circular.

An explanatory statement containing information regarding the H Shares Repurchase General Mandate is set out in Appendix I to this circular.

ELECTION OF DIRECTORS AND SUPERVISORS IN THE SIXTH SESSION

The term of office of the existing Directors and Supervisors (excluding the Supervisor Representing the Employees) are due to expire on the date when new Directors and Supervisors are elected by the Shareholders at the AGM. The Directors nominated in the sixth session of the Board comprise two executive Directors, two non-executive Directors and three independent non-executive Directors, while the Supervisors nominated in the sixth session of the Supervisory Committee comprise one Supervisor representing the Shareholders and one independent Supervisor while the remaining Supervisor in the sixth session is the Supervisor Representing the Employees.

The Directors and Supervisors (excluding the Supervisor Representing the Employees) in the sixth session will be elected at the AGM. The term of office of the Directors and the Supervisors in the sixth session will commence from the date on which the Directors and Supervisors are elected by the Shareholders at the AGM and shall be a term of three years, or until the new Directors and Supervisors are elected at a general meeting of the Company to be held in the year in which the term of office expires (save for the Supervisor Representing the Employees). Pursuant to the Articles of Association, all Directors and Supervisors, if eligible, may offer themselves for reelection upon expiry of the relevant session.

Election of Directors in the Sixth Session

Mr. Wang Weimin (Chairman), Mr. Hou Xiaofeng, Mr. Guo Xinjun, Mr. Liu Zhenyu and Mr. Yu Changchun, who are members of the Board in the fifth session, have been nominated as candidates for re-election as members of the Board in the sixth session.

Mr. Lin Feng and Mr. Xie Dong are new candidates nominated for election as members of the Board of the sixth session.

- 7 -

LETTER FROM THE BOARD

Biographical details of all of the above candidates are set out in Appendix II to this circular for the consideration of the Shareholders.

Subject to the approval of their appointments by the Shareholders at the AGM, Mr. Wang Weimin, Mr. Hou Xiaofeng, Mr. Guo Xinjun, Mr. Liu Zhenyu, Mr. Yu Changchun, Mr. Lin Feng and Mr. Xie Dong will enter into a service contract with the Company, respectively. The Board will be authorized by the Shareholders, and the remuneration committee of the Board will be further delegated the responsibility by the Board to determine remuneration of the executive Directors according to their qualifications, abilities, responsibilities and experience; the Board will be authorised by the Shareholders to determine remuneration of the non-executive Directors based on recommendation by the remuneration committee of the Board according to the qualifications, abilities, responsibility and experience of each of them. The Company will disclose the remuneration of Directors in its annual report each year.

In accordance with the Articles of Association, the appointments of Mr. Wang Weimin, Mr. Hou Xiaofeng, Mr. Guo Xinjun, Mr. Liu Zhenyu, Mr. Yu Changchun, Mr. Lin Feng, and Mr. Xie Dong will be for three years, or until the new Directors are elected at a general meeting of the Company to be held in the year in which the term of office expires.

Save as disclosed in this circular, none of Mr. Wang Weimin, Mr. Hou Xiaofeng, Mr. Guo Xinjun, Mr. Liu Zhenyu, Mr. Yu Changchun, Mr. Lin Feng, and Mr. Xie Dong held any other directorships in other listed companies in the past three years and none of them (i) are related to any Directors, Supervisors, senior management or substantial or controlling Shareholders; (ii) are interested in any Shares within the meaning of Part XV of the SFO; or (iii) held any other position with the Company or other members of the Group.

Save as disclosed in this circular, all of Mr. Wang Weimin, Mr. Hou Xiaofeng, Mr. Guo Xinjun, Mr. Liu Zhenyu, Mr. Yu Changchun, Mr. Lin Feng, and Mr. Xie Dong have confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointments of them that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to their appointments herein.

Election of Supervisors in the Sixth Session

Mr. Liu Jianyao and Mr. Li Xiaoyu, who are members of the Supervisory Committee of the fifth session, have been nominated as candidates for re-election as members of the Supervisory Committee of the sixth session.

As disclosed in the announcement dated 25 January 2021 of the Company, Ms. Liu Lijie was re-elected at the employees representative meeting of the Company as the Supervisor Representing the Employees. Her term of office commenced on 25 January 2021.

Biographical details of all of the above candidates (excluding the Supervisor Representing the Employees) are set out in Appendix II to this circular for the consideration of the Shareholders.

- 8 -

LETTER FROM THE BOARD

Subject to the approval of their appointments by the Shareholders at the AGM, Mr. Liu Jianyao and Mr. Li Xiaoyu will enter into a service contract with the Company, respectively. The Board will be authorised by the Shareholders, and the remuneration committee of the Board will be further delegated the responsibility by the Board to determine their remuneration according to the qualifications, abilities, responsibilities and experience of them. The Company will disclose the remuneration of Supervisors in its annual report each year.

In accordance with the Articles of Association, the term of office of Mr. Liu Jianyao and Mr. Li Xiaoyu will be three years, or until the new Supervisors are elected at a general meeting of the Company to be held in the year in which the term of office expires (save for the Supervisor Representing the Employees).

Save as disclosed in this circular, neither Mr. Liu Jianyao nor Mr. Li Xiaoyu held any other directorships in other listed companies in the past three years and neither of them (i) are related to any Directors, Supervisors, senior management or substantial or controlling Shareholders; (ii) are interested in any Shares within the meaning of Part XV of the SFO; or (iii) held any other position with the Company or other members of the Group.

Save as disclosed herein, both of Mr. Liu Jianyao and Mr. Li Xiaoyu have confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointments of them that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to their appointments herein.

ANNUAL GENERAL MEETING AND THE CLASS MEETINGS

Notices convening the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Thursday, 27 May 2021 at 9:00 a.m., 9:40 a.m. and 9:50 a.m., respectively, are set out on pages 20 to 25, 26 to 28 and 29 to 31 of this circular. The AGM will be convened and held for the purpose of, inter alia, considering and approving, by the Shareholders, by way of ordinary resolution: (1) the report of the Board for the year ended 31 December 2020; (2) the report of the Supervisory Committee for the year ended 31 December 2020; (3) the audited financial statements and the auditors' report of the Company for the year ended 31 December 2020; (4) the proposal for distribution of profit of the Company for the year ended 31 December 2020 and the declaration of the Company's final dividends; (5) the budget proposals of the Company for the year of 2021; (6) the re-appointment of BDO China Shu Lun Pan CPAs and BDO Limited as the domestic and overseas auditors of the Company, respectively, for the year of 2021 with a term until the conclusion of the next annual general meeting of the Company and to authorise the audit committee of the Board to determine their remuneration; (7) election of Directors and Supervisors in the sixth session (resolutions No. 7 to No. 15 in the notice of AGM), and by way of special resolution: (8) the granting of the Issue General Mandate to the Board; and (9) the granting of the H Shares Repurchase General Mandate to the Board. The H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting will

- 9 -

LETTER FROM THE BOARD

be convened and held for the purpose of considering and approving by the H Shareholders and the Domestic Shareholders, respectively, and by way of special resolution, the granting of the H Shares Repurchase General Mandate to the Board.

Details of resolutions No. 1 to No. 4 in the notice of AGM are set out in the forthcoming annual report 2020 of the Company. Details of resolutions No. 7 to No. 17 in the notice of AGM are set out above in this circular.

Reply slips and proxy forms for use at the AGM and the Class Meetings are also enclosed. Shareholders who intend to attend the AGM and the Class Meetings shall complete and return the corresponding reply slip in accordance with the instructions printed thereon before Friday, 7 May 2021.

Whether or not you are able to attend the AGM and the Class Meetings, you are strongly advised to complete and sign the enclosed corresponding proxy forms, in accordance with the instructions printed thereon, and to lodge them with the Company's Secretary Office of the Board in China (for Domestic Shareholders) at Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC or the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM and the Class Meetings (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and the Class Meetings (or any adjournment thereof) should you so wish.

VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all resolutions to be considered, and if thought fit, to be passed at the AGM and the Class Meetings, shall be passed by way of a poll.

RECOMMENDATION

The Directors consider that the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM and the Class Meetings.

By Order of the Board

China BlueChemical Ltd.*

Wu Xiaoxia

Company Secretary

• For identification purpose only

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

In accordance with the Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolutions to be proposed at the AGM and the Class Meetings for the granting of the H Shares Repurchase General Mandate to the Board.

SECURITIES REPURCHASE MANDATE

Reasons for Repurchasing H Shares

The Board considered that the repurchase of the H Shares would be beneficial to and in the best interests of the Company and its Shareholders as a whole. It can strengthen the investors' confidence in the Company and promote a positive effect on maintaining the Company's reputation in the capital market. Such repurchases will only be made when the Board believe that such repurchases will benefit the Company and its Shareholder as a whole.

Registered Capital

As at the Latest Practicable Date, the registered capital of the Company was RMB4,610,000,000 comprising 1,771,000,000 H Shares with a nominal value of RMB1.00 each and 2,839,000,000 Domestic Shares with a nominal value of RMB1.00 each.

Exercise of the H Shares Repurchase General Mandate

Subject to the passing of the special resolution 17 as set out in the notice of AGM and the special resolution 1 as set out in the notice of H Shareholders' Class Meeting and the notice of the Domestic Shareholder's Class Meeting, respectively, the Board will be granted the H Shares Repurchase General Mandate until the earliest of:

1. the conclusion of the next annual general meeting of the Company following the passing of the H Shares Repurchase General Mandate Resolution at the AGM and the Class Meetings;
2. the expiration of the 12-month period following the passing of the H Shares Repurchase General Mandate Resolution at the AGM and the Class Meetings; or
3. the date on which the authority conferred to the Board by the H Shares Repurchase General Mandate Resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at their respective class meeting.

(hereinafter referred to as the ''Relevant Period'').

The exercise of the H Shares Repurchase General Mandate is subject to relevant approval of and/or filings with the relevant regulatory authorities as required by the laws, rules and regulations of the PRC being obtained and/or carried out.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

The exercise in full of the H Shares Repurchase General Mandate (on the basis of 1,771,000,000 H Shares in issue as at the Latest Practicable Date and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM and the Class Meetings) would result in a maximum of 177,100,000 H Shares being repurchased by the Company during the Relevant Period, being the maximum of 10% of the total H Shares in issue and having not been repurchased as at the date of passing the relevant resolutions.

Funding of Repurchases

In repurchasing its H Shares, the Company intends to apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.

The Company is empowered by its Articles of Association to repurchase its H Shares. Any repurchases by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for such purpose. Under PRC laws, H Shares so repurchased should be cancelled and the Company's registered capital should be reduced by amount equivalent to the aggregate nominal value of the H Shares so cancelled. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

GENERAL

The Directors consider that there would not be a material adverse impact on the working capital or on the gearing position of the Company in the event that the H Shares Repurchase General Mandate is exercised in full at any time during the proposed repurchase period (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2020). However, the Directors do not propose to exercise the H Shares Repurchase General Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Board at the relevant time having regarded to the circumstances then prevailing, in the best interests of the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases under the H Shares Repurchase General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

- 12 -

APPENDIX I

EXPLANATORY STATEMENT

H SHARES PRICES

The highest and lowest prices at which the H Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	1.21	1.12
May	1.20	1.10
June	1.32	1.15
July	1.24	1.12
August	1.26	1.14
September	1.17	1.09
October	1.20	1.10
November	1.48	1.12
December	1.40	1.17
2021
January	1.85	1.15
February	2.02	1.61
March	2.28	1.81
April (up to the Latest Practicable Date)	1.96	1.96

H SHARES REPURCHASED BY THE COMPANY

No repurchase of H Shares has been made by the Company within 6 months preceding the date of the circular (whether on the Stock Exchange or otherwise).

DISCLOSURE OF INTERESTS

If as a result of a share repurchase by the Company, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or a group of shareholders acting in concert, could obtain or consolidate control of the Company or further become obligated to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, CNOOC whose interest in the Company is notifiable under Part XV of the SFO, held directly or indirectly approximately 59.41% of the Company's total registered capital. In the event that the Board exercises in full the power to repurchase H Shares in accordance with the terms of the H Shares Repurchase General Mandate proposed at the AGM and the Class Meetings, the total interests of CNOOC in the total registered capital of the Company would be increased to approximately 61.79%. The Board is not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any purchases

- 13 -

APPENDIX I

EXPLANATORY STATEMENT

to be made under the H Shares Repurchase General Mandate. Moreover, the Board will not make share repurchase on the Stock Exchange if the repurchase would result in less than 25% of the total registered capital of the Company in the public hands.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) presently intends to sell H Shares to the Company under the H Shares Repurchase General Mandate in the event that the H Shares Repurchase General Mandate is approved by the Shareholders and the conditions (if any) to which the H Shares Repurchase General Mandate are fulfilled.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the H Shares Repurchase General Mandate is approved by its Shareholders and the conditions (if any) to which the H Shares Repurchase General Mandate are fulfilled.

- 14 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS AND
	SUPERVISORS IN THE SIXTH SESSION

BIOGRAPHICAL DETAILS OF THE CANDIDATES OF DIRECTORS IN THE SIXTH SESSION

Proposed Executive Directors

Mr. Wang Weimin (王維民), born in 1965, graduated from the department of Chemical Engineering of Hebei Institute of Technology (now known as Hebei University of Technology) in 1989 majoring in Organic Chemistry with a bachelor's degree. He obtained an MBA degree from the School of Management of Tianjin University in March 2001, an EMBA degree from China Europe International Business School in July 2001, and was later awarded the title of senior engineer (professor grade). He was a technician at Qinhuangdao SinoArab Chemical Fertilizer Corp. (秦皇島中阿化肥配套總公司) from July 1989 to January 1990 and served successively as shift leader of process workshop, section leader of finished product workshop and head of finished product workshop of Sino-Arab Chemical Fertilizers Co. Ltd. (中國-阿拉伯化肥有限公司, hereinafter referred to as 'SACF') from January 1990 to June 1994; assistant to general manager of SACF from June 1994 to December 1995; production plant manager of SACF from December 1995 to June 1998; deputy general manager of SACF from June 1998 to August 2005; leader of the on- site initiation team of the mineral-fertilizer integration project at Dayukou, Hubei from November 2002 to August 2005; general manager of Hubei Dayukou Chemical Co., Ltd. (湖北大峪口化工有 限責任公司) from August 2005 to July 2012; assistant to the president of the Company from July 2008 to July 2012. He was appointed as a vice president of the Company from August 2012 to March 2018. He served as the chairman of Hubei Dayukou Chemical Co., Ltd. from November 2012 to August 2020. He was appointed as an executive director of China BlueChemical (Hong Kong) Ltd. (中海化學(香港)有限公司) from October 2014 to June 2018; and a director of CNOOC Kingboard Chemical Limited in January 2015 and the chairman thereof in August 2020. He was appointed as the chief executive officer and president of the Company from March 2018 to May 2020, an executive Director in May 2018, and the Chairman in May 2020. He was appointed as a director of Western Resources Corp. (西部資源公司) in May 2020, and the chairman of CBC (Canada) Holding Corp. (中海化學(加拿大)控股公司) in August 2020.

Mr. Hou Xiaofeng (侯曉峰), born in 1976, graduated from Hefei University of Technology with a bachelor's degree in computer and applications in July 1997. In December 2007, he obtained a master's degree in finance from Capital University of Economics and Business. He was qualified as a senior engineer. From July 1997 to September 2001, he worked successively as a software engineer and network manager in information management department of China National Offshore Oil Corporation (''CNOOC''). From September 2001 to March 2015, he served successively as the information technology director, chief technology officer and chief engineer of CNOOC's information management department, and during this period, he worked concurrently as a member of CNOOC's ERP project preparation team and manager of the technology team from June 2004 to November 2009. From March 2015 to March 2018, he held the positions of chief engineer of information department of CNOOC and that of CNOOC Limited (a company listed on The Stock Exchange of Hong Kong Limited with stock code: 883 and whose American depository receipts are listed on the New York Stock Exchange with code: CEO and the Toronto Stock Exchange with

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS AND
	SUPERVISORS IN THE SIXTH SESSION

code: CNU) as well as a team leader of CNOOC's ''Internet+'' joint work group, responsible for e- commerce, big data and network security, etc. From March 2018 to May 2020, he served as a member of CCP Standing Committee and Deputy Governor of Gannan Tibetan Autonomous Prefecture in Gansu Province, responsible for industry and informatization, agriculture and rural development, animal husbandry and veterinary medicine, suppl and sale, and agricultural machinery, etc. He was appointed as an executive Director, the chief executive officer and president of the Company in August 2020. He was also appointed as the chairman of Hubei Dayukou Chemical Co., Ltd., a director of CBC (Canada) Holding Corp., and a director of CNOOC Kingboard Chemical Limited in August 2020.

Proposed Non-executive Directors

Mr. GuoXinjun (郭新軍), born in 1964, graduated from Wuhan University with a bachelor's degree majoring in law in 1986. In 2008, he obtained a master's degree in business administration from Peking University, and subsequently qualified as a senior economist. From July 1986 to September 1989, he worked as a clerk in the operation division of the Supply and Sales Bureau of Ministry of Chemical Industry. From September 1989 to December 1997, he worked in China National Chemical Supply & Sales Corporation successively as chief of the general office, deputy head of general office, deputy head of the inorganic chemicals department, and deputy head of the administrative department. From January 1998 to November 2003, he worked for China National Chemical Supply & Sales (Group) Corporation as head of the administrative department, head of general office, head of the auditing and supervising department, and assistant to general manager, successively. From November 2003 to March 2008, he was the deputy general manager of China National Chemical Supply & Sales (Group) Company. He was the deputy general manager of China Oil & Gas Development & Utilization Company from March 2008 to January 2016. Since January 2016, he was the deputy general manager of the strategy and planning department of CNOOC. He was appointed as a non-executive Director of the company in May 2016.

Mr. Liu Zhenyu (劉振宇), born in 1976, graduated from Tianjin Institute of Finance and Economics majoring in accounting in July 1998 and obtained his MBA degree from China European International Business School in October 2013. Mr. Liu served as an accountant of the finance department of China Offshore Oil Northern Drilling Company from July 1998 to December 2001, an accountant of the finance department of China Oilfield Services Limited and successively an accounting director of Indonesia office from January 2002 to December 2004, successively an accounting director, financial accounting manager and accounting manager of the finance department of China Oilfield Services Limited from December 2004 to January 2010, a general manager of the finance department of China Oilfield Services Limited from January 2010 to October 2016, and has served as a deputy general manager of the financial assets department of CNOOC since October 2016. He was appointed as a non-executive Director in December 2020.

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS AND
	SUPERVISORS IN THE SIXTH SESSION

Proposed Independent Non-executive Directors

Mr. Yu Changchun (余長春), born in 1969, graduated with a bachelor's degree from Sichuan Normal College majoring in chemistry in 1990. He obtained a master's degree of physical chemistry from Lanzhou Institute of Chemical Physics, Chinese Academy of Sciences in 1993, and a doctor's degree of physical chemistry from the OSSO State Key Lab (OSSO國家重點實驗室) of Lanzhou Institute of Chemical Physics, Chinese Academy of Sciences in 1997 and obtained the associate professor title afterward. From April 1997 to December 2002, Mr. Yu Changchun worked as a teacher in the Chemical Industry Institute of China University of Petroleum (Beijing). He was a visiting scholar in University of British Columbia, Canada from January 2003 to January 2004. From February 2004 to February 2012, he worked as a secretary to Academic Committee of China National Petroleum Corporation Catalyst Key Lab of China University of Petroleum (Beijing) and a teacher of the School of Chemical Engineering of China University of Petroleum (Beijing). He is a member of the Committee for Affairs of New Energy Research Center in China University of Petroleum (Beijing) and a teacher of this institute from March 2012 to December 2018. He is a teacher of College of New Energy and Materials in China University of Petroleum (Beijing) since January 2019. Mr. Yu Changchun's main research areas include conversion and utilisation of natural gas, catalytic conversion of light hydrocarbons, FislcherTropsch synthesis, methanol and DME to chemicals, and substitute natural gas synthesis. He was appointed as an independent non- executive Director in May 2016.

Mr. Lin Feng (林峰), born in 1965, graduated from the Law Department of Fudan University with a bachelor's degree in 1987. He obtained a master's degree in law from the Victoria University of Wellington, New Zealand in 1992, and a doctorate in law from Peking University in 1998. He has been teaching at the City University of Hong Kong since 1992. Currently, he serves as a professor and associate dean of the School of Law of the City University of Hong Kong, the chairman of China Judge Training and Research Center. He is a practising barrister in Hong Kong, a councilor of the China Law Society, a councilor of the Chinese Judicial Studies Association, and a councilor of the Hong Kong Mental Health Foundation. Mr. Lin's research areas mainly cover comparative constitutional law, Hong Kong Basic Law, Administrative Law and Environmental Law. He previously served as the editor-in-chief of Asia Pacific Law Review, a member of the Law Reform Commission of Hong Kong, a member of the Board of Review (Inland Revenue Ordinance) and a member of the Telecommunications Appeal Board.

Mr. Xie Dong (謝東), born in 1980, obtained his bachelor's degree in Economics in 2003 and master's degree in World Economics from Nankai University in 2006, respectively. He has 15 years of professional experience in sectors of finance, auditing, investment and financing, and capital markets, and is the holder of Chinese Institute of Certified Public Accountants (CICPA), Certified Internal Auditor (CIA), Certified Tax Agent (CTA) and Chinese Legal Professional Qualification. From June 2006 to October 2007, he worked as the auditor of the global financial services department of Ernst & Young Hua Ming LLP; from November 2007 to March 2010 and from October 2010 to August 2014, he served as the deputy director of M&A (Mergers and Acquisitions) Financial Advisory Services Department of Deloitte; from April 2010 to September 2010, he was

- 17 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS AND
	SUPERVISORS IN THE SIXTH SESSION

appointed as the vice president of CCB International (China) Limited; from September 2014 to December 2018, he served as the chief financial officer and company secretary of FinUp Finance Technology Group (Holding) Limited; from January 2019 to March 2020, he served as the chief financial officer of Renbuy Technology Holding (任買科技控股); from March 2020 to December 2020, the partner (capital market services) of PGA Consulting Limited; from January 2021 onwards, he served as the chief financial officer of Beijing Erwan Technology Group (北京爾灣科

技集團).

BIOGRAPHICAL DETAILS OF THE CANDIDATES OF SUPERVISORS IN THE SIXTH SESSION

Proposed Supervisor representing Shareholders

Mr. Liu Jianyao (劉建堯), born in 1965, graduated from the Department of Management Engineering of East China Petroleum Institute (now known as China University of Petroleum (East China)) with a bachelor's degree majoring in industrial management engineering in 1987, and subsequently qualified as a senior accountant. From July 1987 to October 1990, he worked as project management director of the production and technology department of Offshore Oil Exploration Project Planning Company. From October 1990 to May 2002, he worked in finance department of CNOOC successively as officer of accounting and auditing for oilfield, head of taxation department and head of pricing and taxation department, during which he served as manager of finance department of China Ocean Oilfields Services (Hong Kong) Limited and head of finance department of CNOOC (Hong Kong) Insurance Limited from May 2000 to May 2002. From May 2002 to October 2004, he worked as a manager of settlement department of CNOOC Finance Corporation Limited. From October 2004 to July 2007, he worked as manager of finance department of CNOOC Oil Base Group Ltd. From July 2007 to August 2009, he was general manager of finance department of CNOOC Energy Technology & Services Limited. From August 2009 to August 2014, he was chief financial officer of CNOOC Western Strait Ningde Industrial Zone Development Co., Ltd. From August 2014 to June 2017, he worked as the chairman of the dispatched supervisory committee of CNOOC. From May 2016 to October 2017, he worked as the Supervisor representing the Shareholders and the chairman of the Supervisory Committee. From June 2017 to March 2020, he worked as head of discipline inspection team of CNOOC Party Group in CNOOC Finance Co., Ltd. He has been full-time dispatched supervisor of CNOOC since March 2020. He was appointed as a Supervisor representing the Shareholders and the chairman of the Supervisory Committee in May 2020.

Proposed Independent Supervisor

Mr. Li Xiaoyu (李效玉), born in 1958, graduated from Shandong University, Department of Chemistry with a bachelor's degree of science majoring in Organic Chemistry in 1981. He graduated from the Major of Polymers Materials of the Department of Polymers of Beijing Institute of Chemical Technology (now known as Beijing University of Chemical Technology, (BUCT)) with a master's degree of engineering in 1985. He graduated from the Major of Materials Science of the Department of Materials Science of BUCT with a doctoral degree (on-the-job) of engineering and

- 18 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS AND
	SUPERVISORS IN THE SIXTH SESSION

title of professor in 1998. From May 1985 to June 1987, he was a teaching assistant in the Department of Applied Chemistry of BUCT; from July 1987 to June 1994, he was a lecturer in the Department of Applied Chemistry and Department of Polymers of BUCT; from July 1994 to June 1998, he was an associate professor of the Department of Polymers of BUCT; from July 1997 to June 1999, he was an deputy dean of the College of Materials Science of BUCT; since July 1998, he has been the professor and Ph.D. candidate supervisor of the College of Materials Science of BUCT; from July 1999 to January 2003, he served as the director of Science and Technology Department in BUCT. In May 2015, he was appointed as an independent Supervisor.

- 19 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

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

(Stock Code: 3983)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of China BlueChemical Ltd. (the ''Company'') (''AGM'') will be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Thursday, 27 May 2021 at 9:00 a.m. for the purpose of considering and, if thought fit, passing of the following resolutions:

By way of ordinary resolutions:

• 1. To consider and approve the report of the board of directors of the Company (the
     ''Board'') for the year ended 31 December 2020.
  2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2020.
  3. To consider and approve the audited financial statements and the auditors' report of the Company for the year ended 31 December 2020.
  4. To consider and approve the proposal for distribution of profit of the Company for the year ended 31 December 2020 and the declaration of the Company's final dividends.
  5. To consider and approve the budget proposals of the Company for the year of 2021.
  6. To consider and approve the re-appointment of BDO China Shu Lun Pan CPAs and BDO Limited as the domestic and overseas auditors of the Company respectively for the year of 2021 with a term until the conclusion of the next annual general meeting of the Company and to authorise the audit committee of the Board to determine their remuneration.
  7. To consider and approve the re-election of Mr. Wang Weimin as an executive Director, to authorise the executive Director to sign the relevant service contract on behalf of the Company with Mr. Wang Weimin, and to authorise the Board, which in turn will further delegate the remuneration committee of the Board to determine his remuneration.
  8. To consider and approve the re-election of Mr. Hou Xiaofeng as an executive Director, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Hou Xiaofeng, and to authorise the Board, which in turn will further delegate the remuneration committee of the Board to determine his remuneration.
• For identification purpose only

- 20 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and approve the re-election of Mr. Guo Xinjun as a non-executive Director, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Guo Xinjun, and to authorise the Board to determine his remuneration based on the recommendation by the remuneration committee of the Board.
2. To consider and approve the re-election of Mr. Liu Zhenyu as a non-executive Director, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Liu Zhenyu, and to authorise the Board to determine his remuneration based on the recommendation by the remuneration committee of the Board.
3. To consider and approve the re-election of Mr. Yu Changchun as an independent non- executive Director, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Yu Changchun and to authorise the Board to determine his remuneration based on the recommendation by the remuneration committee of the Board.
4. To consider and approve the election of Mr. Lin Feng as an independent non-executive Director, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Lin Feng and to authorise the Board to determine his remuneration based on the recommendation by the remuneration committee of the Board.
5. To consider and approve the election of Mr. Xie Dong as an independent non-executive Director, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Xie Dong and to authorise the Board to determine his remuneration based on the recommendation by the remuneration committee of the Board.
6. To consider and approve the re-election of Mr. Liu Jianyao as a Supervisor, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Liu Jianyao, and to authorise the Board, which in turn will further delegate to the remuneration committee of the Board to determine his remuneration.
7. To consider and approve the re-election of Mr. Li Xiaoyu as a Supervisor, to authorise the Chairman to sign the relevant service contract on behalf of the Company with Mr. Li Xiaoyu, and to authorise the Board, which in turn will further delegate to the remuneration committee of the Board to determine his remuneration.

- 21 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

By way of special resolutions:

16. To consider and approve the granting of a general mandate to the Board to issue domestic shares and unlisted foreign shares (the ''Domestic Shares'') and overseas listed foreign shares (the ''H Shares'') of the Company:

''THAT:

1. The Board be and is hereby granted, during the Relevant Period (as defined in paragraph (b) below), a general and unconditional mandate to separately or concurrently issue, allot and/or deal with additional Domestic Shares and/or H Shares, and to make or grant offers, agreements or options which would or might require the Domestic Shares and/or H Shares to be issued, allotted and/or dealt with, subject to the following conditions:
2. 1. such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
   2. the number of the Domestic Shares and H Shares to be issued, allotted and/or deal with or agreed conditionally or unconditionally to be issued, allotted and/ or dealt with by the Board shall not exceed 20% of each of its existing Domestic Shares and H Shares; and
   3. the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) or applicable laws, rules and regulations of other government or regulatory bodies and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.
3. For the purposes of this special resolution:
   ''Relevant Period'' means the period from the passing of this special resolution until the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
   2. the expiration of the 12-month period following the passing of this special resolution; or

- 22 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. 1. the date on which the authority granted to the Board as set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting, except where the Board has resolved to issue Domestic Shares and/or H shares during the Relevant Period and the share issuance may have to be continued or implemented after the Relevant Period.
2. Contingent on the Board resolving to separately or concurrently issue the Domestic Shares and H Shares pursuant to paragraph (a) of this special resolution, the Board be authorised to increase the registered capital of the Company to reflect the number of such shares authorised to be issued by the Company pursuant to paragraph (a) of this special resolution and to make such appropriate and necessary amendments to the articles of association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect the separate or concurrent issuance of the Domestic Shares and H Shares pursuant to paragraph (a) of this special resolution and the increase in the registered capital of the Company.''

17. To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):

''THAT:

1. by reference to market conditions and in accordance with needs of the Company, repurchase the H Shares not exceeding 10% of the number of the H Shares in issue and having not been repurchased at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders;
2. the Board be authorised to (including but not limited to the following):
3. 1. determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;

1. open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and
2. carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the articles of association of the Company as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out

- 23 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

1. For the purposes of this special resolution, ''Relevant Period'' means the period from the passing of this special resolution until the earliest of:
2. 1. the conclusion of the 2021 annual general meeting of the Company;
   2. the expiration of the 12-month period following the passing of this special resolution at the 2020 annual general meeting and the passing of the relevant resolution by the shareholders of the Company at their respective class meeting; or
   3. the date on which the authority conferred to the Board by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at their respective class meeting,

except where the Board has resolved to repurchase H Shares during the Relevant Period and such share repurchase plan may have to be continued or implemented after the Relevant Period.''

By order of the Board

China BlueChemical Ltd.*

Wu Xiaoxia

Company Secretary

Beijing, the PRC

12 April 2021

As at the date of this notice, the executive directors of the Company are Mr. Wang Weimin and Mr. Hou Xiaofeng, the non-executive directors of the Company are Mr. Guo Xinjun and Mr. Liu Zhenyu, and the independent non-executive directors of the Company are Ms. Karen Lee Kit Ying, Mr. Eddie Lee Kwan Hung and Mr. Yu Changchun.

• For identification purpose only

- 24 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. In order to determine the list of shareholders who are entitled to attend and vote at the AGM, the register of members will be closed from 27 April 2021 to 27 May 2021 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for attendance at the AGM, all instruments of transfer, accompanied by the relevant H share certificates, must be lodged with the Hong Kong share registrar for H Shares, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 26 April 2021. Shareholders of the Company whose names appear on the register of members of the Company on 27 May 2021 are entitled to attend the AGM.
   In order to determine the list of the shareholders who are entitled to the final dividends, the register of members of the Company will be closed from 3 June 2021 to 8 June 2021 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for the proposed final dividends, all instruments of transfer, accompanied by the relevant H share certificates, must be lodged with the Hong Kong share registrar for H Shares, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on 2 June 2021.
   The final dividends are expected to be paid on or about Wednesday, 30 June 2021 and will be paid on a day which is not a Saturday, Sunday or public holiday in Hong Kong to the shareholders whose names appear on the register of members of the Company on Tuesday, 8 June 2021.
2. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the AGM, such proxies may only vote on a poll.
   The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
   In order to be valid, in respect of holders of the domestic shares or unlisted foreign shares of the Company, the proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Company's Secretary Office of the Board in China (Address: Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC) not less than 24 hours (i.e., by 9:00 a.m., Wednesday, 26 May 2021) before the time fixed for holding the AGM. In respect of the Company's H Shares, the said documents together must be lodged at the Company's H Share Registrar within the abovementioned period by holders of H Shares. The H Share Registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the AGM if he/she so wishes.
3. Shareholders who intend to attend the AGM in person or by proxy should return the reply slip in person, by post or by fax to the Company's Secretary Office of the Board in China (for holders of the domestic shares or unlisted foreign shares of the Company) or Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Friday, 7 May 2021. The Company's Secretary Office of the Board in China is Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC (Tel: [phone], Fax: [phone], Post code: 100029). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
4. Shareholders or their proxies must present proof of their identities upon attending the AGM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.
5. The AGM is expected to last not more than one day. Shareholder or proxies attending the AGM are responsible for their own transportation and accommodation expenses.

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APPENDIX IV	NOTICE OF H SHAREHOLDERS' CLASS MEETING

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

(Stock Code: 3983)

NOTICE OF H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the H shares shareholders' class meeting (''H Shareholders' Class Meeting'') of China BlueChemical Ltd. (the ''Company'') will be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Thursday, 27 May 2021 at 9:40 a.m. for the purpose of considering and, if thought fit, passing of the following special resolutions:

By way of special resolution:

• 1. To consider and approve the granting of a general mandate to the board of directors of the Company (the ''Board'') to repurchase overseas listed foreign shares of the Company (the ''H Shares''), during the Relevant Period (as defined in paragraph (c) below):

  ''THAT:

  1. by reference to market conditions and in accordance with needs of the Company, repurchase the H Shares not exceeding 10% of the number of the H Shares in issue and having not been repurchased at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders;
  2. the Board be authorised to (including but not limited to the following):
  3. 1. determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
     2. open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and
     3. carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the articles of association of the Company as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out
• For identification purpose only

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APPENDIX IV	NOTICE OF H SHAREHOLDERS' CLASS MEETING

any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

1. For the purposes of this special resolution, ''Relevant Period'' means the period from the passing of this special resolution until the earliest of:
2. 1. the conclusion of the 2021 annual general meeting of the Company;
   2. the expiration of the 12-month period following the passing of this special resolution at the 2020 annual general meeting of the Company and the passing of the relevant resolution by the shareholders of the Company at their respective class meeting; or
   3. the date on which the authority conferred to the Board by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at their respective class meeting,

except where the Board has resolved to repurchase H Shares during the Relevant Period and such share repurchase plan may have to be continued or implemented after the Relevant Period.''

By order of the Board

China BlueChemical Ltd.*

Wu Xiaoxia

Company Secretary

Beijing, the PRC

12 April 2021

As at the date of this notice, the executive directors of the Company are Mr. Wang Weimin and Mr. Hou Xiaofeng, the non-executive directors of the Company are Mr. Guo Xinjun and Mr. Liu Zhenyu, and the independent non-executive directors of the Company are Ms. Karen Lee Kit Ying, Mr. Eddie Lee Kwan Hung and Mr. Yu Changchun.

• For identification purpose only

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APPENDIX IV	NOTICE OF H SHAREHOLDERS' CLASS MEETING

Notes:

1. In order to determine the list of holders of H Share of the Company (the ''H Shareholders'') who are entitled to attend and vote at the H Shareholders' Class Meeting, the register of members will be closed from 27 April 2021 to 27 May 2021 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for attendance at the H Shareholders' Class Meeting, all instruments of transfer, accompanied by the relevant H share certificates, must be lodged with the Hong Kong share registrar for H Shares, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 26 April 2021. H Shareholders of the Company whose names appear on the register of members of the Company on 27 May 2021 are entitled to attend the H Shareholders' Class Meeting.
2. An H Shareholder entitled to attend and vote at the H Shareholders' Class Meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the H Shareholders' Class Meeting, such proxies may only vote on a poll.
   The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
   In order to be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be lodged at the Company's H Share Registrar) not less than 24 hours (i.e., by 9:40 a.m., Wednesday, 26 May 2021) before the time fixed for holding the H Shareholder's Class Meeting by H Shareholders. Completion and return of the proxy form will not preclude an H Shareholder from attending and voting in person at the H Shareholders' Class Meeting if he/she so wishes. The H Share Registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
3. H Shareholders who intend to attend the H Shares Shareholders' Class Meeting in person or by proxy should return the reply slip in person, by post or by fax to Computershare Hong Kong Investor Services Limited on or before Friday, 7 May 2021. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
4. H Shareholders or their proxies must present proof of their identities upon attending the H Shareholders' Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.
5. The H Shareholders' Class Meeting is expected to last not more than one day. H Shareholders or proxies attending the H Shareholders' Class Meeting are responsible for their own transportation and accommodation expenses.

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APPENDIX V NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

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

(Stock Code: 3983)

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for the holders of the domestic shares and the unlisted foreign shares (''Domestic Shareholders' Class Meeting'') of China BlueChemical Ltd. (the ''Company'') will be held at Meeting Room 1401, Kaikang CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Thursday, 27 May 2021 at 9:50 a.m. for the purpose of considering and, if thought fit, passing of the following special resolutions:

By way of special resolution:

• 1. To consider and approve the granting of a general mandate to the board of directors of the Company (the ''Board'') to repurchase overseas listed foreign shares of the Company (the ''H Shares''), during the Relevant Period (as defined in paragraph (c) below):

  ''THAT:

  1. by reference to market conditions and in accordance with needs of the Company, repurchase the H Shares not exceeding 10% of the number of the H Shares in issue and having not been repurchased at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders;
  2. the Board be authorised to (including but not limited to the following):
  3. 1. determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
     2. open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and
     3. carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the articles of association of the Company as it thought fit and necessary in order to
• For identification purpose only

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APPENDIX V NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

1. For the purposes of this special resolution, ''Relevant Period'' means the period from the passing of this special resolution until the earliest of:
2. 1. the conclusion of the 2021 annual general meeting of the Company;
   2. the expiration of the 12-month period following the passing of this special resolution at the 2020 annual general meeting of the Company and the passing of the relevant resolution by the shareholders of the Company at their respective class meeting; or
   3. the date on which the authority conferred to the Board by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at their respective class meeting,

except where the Board has resolved to repurchase H Shares during the Relevant Period and such share repurchase plan may have to be continued or implemented after the Relevant Period.''

By order of the Board

China BlueChemical Ltd.*

Wu Xiaoxia

Company Secretary

Beijing, the PRC

12 April 2021

As at the date of this notice, the executive directors of the Company are Mr. Wang Weimin and Mr. Hou Xiaofeng, the non-executive directors of the Company are Mr. Guo Xinjun and Mr. Liu Zhenyu, and the independent non-executive directors of the Company are Ms. Karen Lee Kit Ying, Mr. Eddie Lee Kwan Hung and Mr. Yu Changchun.

• For identification purpose only

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APPENDIX V NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

Notes:

1. In order to determine the list of shareholders who are entitled to attend and vote at the Domestic Shareholders' Class Meeting, the register of members will be closed from 27 April 2021 to 27 May 2021 (both days inclusive), during which no transfer of shares will be effected. Holders of the domestic shares and the unlisted foreign shares of the Company (the ''Domestic Shareholders'') whose names appear on the register of members of the Company on 27 May 2021 are entitled to attend the Domestic Shareholders' Class Meeting.
2. A Domestic Shareholder entitled to attend and vote at the Domestic Shareholders' Class Meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the Domestic Shareholders' Class Meeting, such proxies may only vote on a poll.
   The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
   In order to be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Company's Secretary Office of the Board in China (Address: Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC) not less than 24 hours (i.e., by 9:50 a.m., Wednesday, 26 May 2021) before the time fixed for holding the Domestic Shareholders' Class Meeting. Completion and return of the proxy form will not preclude a Domestic Shareholder from attending and voting in person at the Domestic Shareholders' Class Meeting if he/she so wishes.
3. Domestic Shareholders who intend to attend the Domestic Shareholders' Meeting in person or by proxy should return the reply slip in person, by post or by fax to the Company's Secretary Office of the Board on or before Friday, 7 May 2021. The Company's Secretary Office of the Board in China is Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC (Tel: [phone], Fax: [phone], Post code: 100029).
4. Domestic Shareholders or their proxies must present proof of their identities upon attending the Domestic Shareholders' Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.
5. The Domestic Shareholders' Class Meeting is expected to last not more than one day. Domestic Shareholders or proxies attending the Domestic Shareholders' Class Meeting are responsible for their own transportation and accommodation expenses.

- 31 -