Fibocom Wireless Inc. — Proxy Solicitation & Information Statement 2008

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino Union Petroleum & Chemical International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability) (Stock Code: 346)

MAJOR TRANSACTION

ENTERING INTO THE INVESTMENT AND COOPERATION AGREEMENT

A notice convening a special general meeting of Sino Union Petroleum & Chemical International Limited to be held at Units 10-12, 19th Floor, China Merchant Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 10:00 a.m. on 14 August 2008 is set out on pages 21 to 22 of this circular. A form of proxy for use at the special general meeting is also enclosed. Whether or not you are able to attend the special general meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 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 special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

28 July 2008

• For identification purpose only

CONTENTS

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

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DEFINITIONS

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DEFINITIONS

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 346)

Executive Directors:

Dr. Wang Tao Dr. Hui Chi Ming Mr. Cheung Shing Dr. Chui Say Hoe Dr. Ching Men Ky, Carl Mr. Tsang Kwok Man Mr. Cui Yeng Xu

Non-executive Directors:

Dr. Fok Chun Wan, Ian Mr. Chow Charn Ki, Kenneth

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Units 10-12, 19th Floor China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Independent non-executive Directors:

Dr. Yu Sun Say Mr. Ng Wing Ka Mr. Edmund Siu

28 July 2008

To the Shareholders

Dear Sirs,

MAJOR TRANSACTION

ENTERING INTO THE INVESTMENT AND COOPERATION AGREEMENT

INTRODUCTION

As announced by the Company on 19 June 2008, MEIL, a wholly-owned subsidiary of the Company, entered into the legally-binding Agreement with ECO, a wholly-owned subsidiary of HKCG, on 17 June 2008. Pursuant to the Agreement, MEIL and ECO shall jointly invest

• For identification purpose only

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LETTER FROM THE BOARD

and manage the exploration, exploitation and operation of Oilfield Block 3113 with Yanchang Petroleum. The entering into of the Agreement will create a form of joint arrangement between MEIL and ECO and constitute a major transaction for the Company under Chapter 14 of the Listing Rules. Accordingly, the Agreement shall be subject to Shareholders’ approval, by way of poll, at the SGM. The purpose of this circular is to provide you with further details of the Agreement and the notice of the SGM.

BACKGROUND

On 11 April 2008, the Board announced that MEIL, which was vested with the rights to engage in oil exploitation and operation for 25 years (with 5 years’ possible extension) and gas exploitation and operation for 35 years (with 10 years’ possible extension) in Oilfield Block 3113, entered into an investment and cooperation agreement with Yanchang Petroleum on 3 April 2008. According to the Yanchang Agreement, MEIL and Yanchang Petroleum shall jointly invest and manage the exploration, exploitation and operation of Oilfield Block 3113 and each of the parties shall contribute 50% of the required capital investment for the development of Oilfield Block 3113. In consideration of its capital investment in Oilfield Block 3113, Yanchang Petroleum shall be entitled to 50% of the Cost Recovery Oil (as defined in the sub-section “Sharing of oil and gas produced”) and 41% of the Attributable Oil and Gas (as defined in the sub-section “Sharing of oil and gas produced”). Yanchang Petroleum shall also share all the obligations and rights entitled by MEIL in accordance with the Production Sharing Agreement based on its investment proportion in Oilfield Block 3113.

To facilitate the further development of Oilfield Block 3113, MEIL entered into the legally-binding Agreement with ECO to set out the detailed terms of cooperation for joint development in Oilfield Block 3113.

THE AGREEMENT

Date: 17 June 2008

Parties: MEIL, a wholly-owned subsidiary of the Company; and

ECO. As at the Latest Practicable Date, ECO and its associates held 220,640,000 Shares, representing 4.05% of the existing issued share capital of the Company. Save for the aforementioned shareholding in the Company, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, ECO and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

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LETTER FROM THE BOARD

Cooperation

MEIL, ECO and Yanchang Petroleum shall jointly manage the exploration, exploitation and operation of Oilfield Block 3113 by establishing a jointly-held bank account and an operation committee, which shall comprise eight members. Each of MEIL and Yanchang Petroleum shall have the right to nominate three committee members while ECO shall have the right to nominate two members to the operation committee.

Investment proportion

While 50% of the capital investment of Oilfield Block 3113 will be provided by Yanchang Petroleum as stipulated in the Yanchang Agreement, the remaining balance of 50% of the required capital shall be shared by MEIL and ECO in the proportion of 29% and 21% respectively. The required investment amount for Oilfield Block 3113 cannot be ascertained at present stage as it depends on a number of factors including the progress and results of fieldwork, the amount of oil and gas reserves discovered and the scale of exploration and exploitation work required and mode of operation management, etc. Based on the currently available information on the progress and results of fieldwork and the expected scale of exploration and exploitation work required, the Directors estimated that the total capital investment in Oilfield Block 3113 will be not more than US$300 million and thus the contribution to be made by MEIL is estimated to be not more than US$87 million. Shareholders should note that the indicated investment amount represents the preliminary estimation by the Directors only and the actual amount may vary from it and subject to approval by the operation committee to be formed by MEIL, ECO and Yanchang Petroleum. In the event that the total investment made by the Group increases to an amount that will affect the classification of the transaction, the Company will comply with the relevant announcement and shareholders’ approval requirements of the Listing Rules as and when appropriate.

The investment for the development of Oilfield Block 3113 that has been made by MEIL prior to the entering into of the Agreement, the amount of which shall be audited by an independent auditor recognized by ECO and Yanchang Petroleum and confirmed by MEIL, ECO and Yanchang Petroleum, shall be accounted for as part of the investment contribution made by MEIL.

The investment proportion of MEIL and ECO in Oilfield Block 3113 was determined after arm’s length negotiation between MEIL and ECO.

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LETTER FROM THE BOARD

Sharing of oil and gas produced

Oil and gas produced from Oilfield Block 3113 shall be distributed according to the following order:

1. A royalty of 8%-20% of the oil produced and 5%-10% of the gas produced will be given to the government of Madagascar according to the scales set out in the following tables:

1. after deducting item (1) above from the gross amount of oil and gas produced, not more than 65% of the remaining oil and gas (the “Cost Recovery Oil”) shall be distributed to MEIL, ECO and Yanchang Petroleum for cost recovery based on their respective investment proportion in Oilfield Block 3113;

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LETTER FROM THE BOARD

1. after deducting items (1) and (2) above from the gross amount of oil and gas produced, the remaining oil and gas (the “Petroleum Profit”) shall be shared by OMNIS based on the pre-determined rate specified in the Production Sharing Agreement, details of which are set out below:

1. after deducting item (3) above from the Petroleum Profit (the “Attributable Oil and Gas”), 18% of the Attributable Oil and Gas shall be distributed to MEIL in consideration of its provision of the exploration, exploitation and operation rights in Oilfield Block 3113; and

2. after deducting item (4) from the Attributable Oil and Gas, the remaining oil and gas shall be shared by MEIL, ECO and Yanchang Petroleum based on their respective investment proportion in Oilfield Block 3113. Therefore, ECO and Yanchang Petroleum shall be entitled to 17.22% and 41.00% of the Attributable Oil and Gas respectively. Together with the entitlement of 18% of the Attributable Oil and Gas as mentioned in item 4 above, the Group shall be entitled to an aggregate of 41.78% of the Attributable Oil and Gas.

Given that the Company will be compensated with 18% of the Attributable Oil and Gas for the acquisition cost of the exploration, exploitation and operation rights in Oilfield Block 3113 and the investment for the development of Oilfield Block 3113 that has been made by MEIL prior to the entering into of the Agreement and Yanchang Agreement will be accounted for as part of the investment contribution made by MEIL, the Board considers that the arrangement for sharing of the oil and gas produced is fair and reasonable to the Company.

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LETTER FROM THE BOARD

Obligations and Rights of the Production Sharing Agreement

Save for the aforementioned arrangement for sharing of oil and gas produced, MEIL, ECO and Yanchang Petroleum shall share all the obligations and rights entitled by MEIL in accordance with the Production Sharing Agreement based on their respective investment proportion in Oilfield Block 3113.

Condition Precedent

Completion of the Agreement shall be conditional upon the approval of OMNIS. A written approval from OMNIS was received by MEIL on 19 June 2008.

INFORMATION ON ECO

ECO was incorporated in the British Virgin Islands and is a wholly-owned subsidiary of HKCG, which is mainly engaged in the production, distribution and marketing of town gas and related activities. ECO is principally engaged in oil and gas exploration, development and operation.

INFORMATION ON OILFIELD BLOCK 3113

Oilfield Block 3113 is located onshore in the southwestern part of Madagascar and comprises 8,320 square kilometers. Pursuant to the Production Sharing Agreement entered into between MEIL and OMNIS in October 2005, MEIL was vested with the rights to engage in oil exploitation and operation for 25 years (with 5 years’ possible extension) and gas exploitation and operation for 35 years (with 10 years’ possible extension) at Oilfield Block 3113.

According to the technical assessment performed by Netherland Sewell & Associates, Inc., an independent international reserve consultant, Oilfield Block 3113 had an estimated unrisked gross original oil-in-place of approximately 2 billion barrels (equivalent to approximately 270 million tones) as at the date of assessment of 3 January 2007. Please refer to the Company’s circular dated 10 May 2007 for further details of the technical assessment report on Oilfield Block 3113. Eight exploration wells with depth in the range of 715 meters to 4,670 meters have been drilled in Oilfield Block 3113 and all exploration wells showed the existence of oil and gas. In July 2008, MEIL appointed a drilling engineering company for the development works of three additional oil wells in Oilfield Block 3113. It is expected that the three additional oil wells and related works will be completed in about three months, five months and eight months respectively.

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LETTER FROM THE BOARD

REASONS FOR ENTERING INTO THE AGREEMENT

The Group is principally engaged in the sale and distribution of petroleum products and polyurethane materials in the PRC as well as oil exploration, exploitation and operation in Madagascar.

ECO and its associates have extensive experience and technical expertise in production, distribution and marketing of town gas and related activities. The Directors consider that the cooperation between MEIL and ECO shall further strengthen the Group’s technical capability in production and distribution of gas products, especially the liquefied petroleum gas, in Oilfield Block 3113. The financial support from ECO may also further facilitate the development progress of Oilfield Block 3113. In view of the above, the Directors consider that the entering into of the Agreement is in the interests of the Company and the Shareholders as a whole and the terms of the Agreement are fair and reasonable and on normal commercial terms.

FINANCIAL EFFECTS OF THE JOINT ARRANGEMENT

The joint arrangement with ECO and Yanchang Petroleum regarding the Oilfield Block 3113 shall constitute a jointly controlled operation for MEIL. Accordingly, in respect of its interests in the joint arrangement, MEIL shall recognize in its financial statements (i) the assets that it controls and the liabilities that it incurs; and (ii) the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the operation under the joint arrangement. Therefore, the entering into of the Agreement shall have no significant impacts on the assets and liabilities of the Group.

According to the joint arrangement, Yanchang Petroleum and ECO shall contribute in aggregate 71% of the required funding for the development of Oilfield Block 3113. Therefore, the joint arrangement shall reduce the Group’s cash outflow for the development of Oilfield Block 3113. At the same time, Yanchang Petroleum and ECO shall be entitled to an aggregate of 71.00% of the Cost Recovery Oil and 58.22% of the Attributable Oil and Gas. Therefore, it is expected that the revenue derived from Oilfield Block 3113 for the Group shall reduce accordingly. As there are uncertainties on the total capital investment amount required for the oilfield development and the amount of oil and gas to be produced from Oilfield Block 3113, the net effect of the joint arrangement on the Group’s earnings cannot be ascertained at present stage.

FINANCIAL AND TRADING PROSPECT OF THE GROUP

Subsequent to 31 March 2008, being the date to which the latest published audited accounts of the Company have been made up, the Company completed its acquisition of 54% equity interest in MPIL through the acquisition from Sukapeak Holdings Limited, a company beneficially owned by Dr. Hui, of the entire equity interests and shareholder’s loan of Better

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LETTER FROM THE BOARD

Step Group Limited for a total consideration of HK$1.215 billion, which was satisfied by the payment of cash of HK$120 million, the issue of 427,083,333 Shares at an issue price of HK$1.44 per Share and the issue of convertible note in the principal amount of HK$480 million with a conversion price of HK$1.44 per Share.

According to the production sharing contract entered into between MPIL and OMNIS in October 2005, MPIL was vested with the rights for oil and gas exploration for 8 years, oilfield development for 5 years, and exploitation and operation for oil for 25 years (with 5 years’ possible extension) and gas for 35 years (with 10 years’ possible extension) in respect of oilfield block 2104, an onshore site with total area of 20,100 kilometer square in Madagascar. Details of the acquisition are set out in the Company’s circular dated 12 March 2008.

In April 2008, the Group entered into an agreement with Smart Rich Energy Finance (Holdings) Limited, Dorson Group Limited, Hopestar Group Limited and Dormer Group Limited to further acquire 36% equity interest in MPIL for a total consideration of HK$810 million, which shall be satisfied by payment of cash of HK$100 million and the issue of 253,571,428 Shares at HK$2.8 per Share. As at the Latest Practicable Date, the acquisition has not been completed yet. Details of the acquisition are set out in the Company’s circular dated 16 May 2008.

In consideration of the limited supply and continuous strong demand of oil and gas in the world market and the increasing price of the oil, the Directors are optimistic about the future development of oil exploration and exploitation business. The Directors consider that the acquisition of MPIL represents a good opportunity for the Group to increase its oil reserve and investment in the oil and gas exploitation and operation in Madagascar. The Directors also expect that the acquisition of MPIL will create synergy to the Group’s oil exploration and exploitation business in Oilfield Block 3113. Furthermore, in view of the steady growth of Madagascar’s economy and the ever increasing demand on petroleum products in the region, the Directors are optimistic about the future prospect of the petroleum import, transportation and distribution business in Madagascar.

GENERAL

The entering into of the Agreement will create a form of joint arrangement between MEIL and ECO and constitute a major transaction for the Company under Chapter 14 of the Listing Rules. Accordingly, the Agreement shall be subject to Shareholders’ approval, by way of poll, at the SGM. As at the Latest Practicable Date, ECO and its associates held 220,640,000 Shares, representing approximately 4.05% of the existing issued share capital of the Company. In light of their interest in the Agreement, ECO and its associates are required to abstain from voting for approval of the Agreement at the SGM.

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LETTER FROM THE BOARD

Set out on pages 21 to 22 of this circular is a notice of the SGM, at which resolution will be proposed and, if consider appropriate, passed to approve the Agreement and transactions contemplated therein.

RECOMMENDATION

The Directors consider that the terms and conditions of the Agreement are fair and reasonable and the joint arrangement is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the resolution to be proposed at the SGM to approve the Agreement and transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is drawn to the general information relating to the Group set out in the appendix to this circular.

Yours faithfully,

For and on behalf of the Board

Sino Union Petroleum & Chemical International Limited

Chui Say Hoe

Executive Director

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GENERAL INFORMATION

APPENDIX

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

INDEBTEDNESS

Borrowings

As at the close of business on 31 May 2008, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had no outstanding bank borrowings.

Contingencies

As at 31 May 2008, the Group had no significant contingent liabilities.

Disclaimer

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 31 May 2008, the Group had no debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, borrowings including bank loans and overdrafts or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptance credit, hire purchase or finance lease commitments, mortgages, charges, guarantees or other material contingent liabilities.

WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, taking into account the internal resources and credit facilities available to the Group, the Group shall have sufficient working capital for its present requirements for at least twelve months following the issue of this circular.

MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2008 (being the date to which the latest published audited financial statements of the Company were made up).

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GENERAL INFORMATION

APPENDIX

PROCEDURES FOR DEMANDING A POLL

Pursuant to the Bye-laws 66 of the Company, every resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A poll which is duly demanded shall be then held in such manner prescribed by the Bye-laws of the Company.

INTERESTS OF DIRECTORS

(a) Interests in the Shares, underlying shares and debentures of the Company and its associated companies

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provision of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to

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GENERAL INFORMATION

APPENDIX

therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange were as follows:

Long positions in the ordinary Shares

Note: These Shares are held by companies wholly-owned by Dr. Hui.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interest or short position in the Shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provision of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.

(b) Interests in assets

In April 2008, the Company acquired from Sukapeak Holdings Limited, a company wholly-owned by Dr. Hui, the entire equity interests and shareholder’s loan of Better Step Group Limited for a total consideration of HK$1.215 billion.

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GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which has been, since 31 March 2008, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group or was proposed to be acquired or disposed of by or leased to any member of the Group.

(c) Interests in contracts

There were no contracts or arrangements in which any Director was materially interested in and which was significant in relation to the business of the Group subsisting at the Latest Practicable Date.

(d) Interests in competing businesses

As at the Latest Practicable Date, the interest of the Directors in competing businesses required to be disclosed pursuant to Rule 8.10 of the Listing Rules was as follows:

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

(e) Directors’ service contracts

As at the Latest Practicable Date, there were no existing or proposed service contracts between the Directors and any member of the Company which are not expiring or determinable by the Company within one year without payment of compensation, other than statutory compensation.

INTERESTS OF SUBSTANTIAL SHAREHOLDERS

So far as is known to the Directors and the chief executives of the Company, as at the Latest Practicable Date, other than the interests and short positions of the Directors and chief executives of the Company as disclosed above, the following persons had the following interests and short positions in the Shares and underlying shares of the Company which would

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GENERAL INFORMATION

APPENDIX

fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any member of the Group:

Long positions in the Shares

Note: Dr. Hui is the beneficial owner and director of these companies.

Save as disclosed above, as at the Latest Practicable Date, no other interests or short positions in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any member of the Group.

MATERIAL LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was involved in any litigation or arbitration of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the Company and/or member(s) of the Group within two years immediately preceding the Latest Practicable Date:

• (a) a non-legally binding framework agreement dated 21 December 2006 entered into between MEIL and Yanchang Petroleum, pursuant to which Yanchang Petroleum conditionally agreed to invest in MEIL and to provide technical, financial and

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GENERAL INFORMATION

APPENDIX

management supports to MEIL for its development of Oilfield Block 3113. Yanchang Petroleum shall also be responsible for managing the exploration, exploitation and operation of Oilfield Block 3113;

• (b) a sale and purchase agreement dated 3 January 2007 entered into between the Company and Golden Nova Holdings Limited (“Golden Nova”), a company beneficially owned by Dr. Hui (the “MEIL Agreement”), pursuant to which the Company agreed to acquire, and Golden Nova agreed to sell, 93% of the issued share capital of MEIL and the rights and benefits in the shareholder’s loan owed by MEIL to Golden Nova at a total consideration of HK$800 million;

• (c) a supplemental agreement dated 24 April 2007 entered into between the Company and Golden Nova, pursuant to which the parties agreed to amend the payment terms of the consideration and the long stop date of the MEIL Agreement;

• (d) an option deed dated 8 June 2007 entered into between the Company and Dr. Hui, pursuant to which the Company was granted with the call option for a consideration of HK$1 by Dr. Hui for an exclusive right to acquire equity interests in Madagascar Energy International Gas Station Group Ltd. and Madagascar Petroleum International Gas Station Group Ltd.;

• (e) a sale and purchase agreement dated 21 June 2007 entered into between Reachasia Group Limited, a wholly-owned subsidiary of the Company and Mr. Sun Jin Pin, pursuant to which Reachasia Group Limited agreed to acquire, and Mr. Sun Jin Pin agreed to sell, 60% equity interest in 珠海中寰石油有限公司 (Zhuhai Zhonghuan Petroleum Limited) at a total consideration of HK$156 million (the “Zhonghuan Acquisition”);

• (f) a termination agreement dated 13 August 2007 entered into between Reachasia Group Limited and Mr. Sun Jin Pin, pursuant to which the Zhonghuan Acquisition would be terminated after the receipt of the deposit from Mr. Sun Jin Pin by the Company and both parties would be released and discharged from their respective obligations since then;

• (g) a sale and purchase agreement dated 5 September 2007 entered into between the Company and Good Progress Group Limited, a company beneficially owned by Dr. Hui, pursuant to which the Company agreed to acquire, and Good Progress Group Limited agreed to sell, the entire equity interests in Madagascar Energy International Gas Station Group Ltd. and Dolaway Group Limited and their respective shareholder’s loans at a total consideration of HK$260 million;

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GENERAL INFORMATION

APPENDIX

• (h) a placing agreement dated 29 October 2007 entered into between the Company and Nomura International (Hong Kong) Limited, the placing agent, pursuant to which the placing agent agreed to place 200,000,000 existing Shares to independent investors at a placing price of HK$1.2 per Share;

• (i) a subscription agreement dated 29 October 2007 entered into between the Company and Golden Nova, pursuant to which Golden Nova conditionally agreed to subscribe for 200,000,000 new Shares at a subscription price of HK$1.2 per Share;

• (j) the Yanchang Agreement;

• (k) a subscription agreement dated 17 April 2008 entered into between the Company and Mr. Guo Wei Hua, an independent third party not connected with the Company and its connected persons, pursuant to which Mr. Guo Wei Hua has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 35,720,000 Shares in cash at the subscription price of HK$2.8 per Share;

• (l) a sale and purchase agreement dated 17 April 2008 entered into between Rich Theme Holdings Limited, a wholly-owned subsidiary of the Company, Smart Rich Energy Finance (Holdings) Limited, Dorson Group Limited, Hopestar Group Limited and Dormer Group Limited (collectively, the “Vendors”) (the “MPIL Agreement”), pursuant to which Rich Theme Holdings Limited has conditionally agreed to acquire, and the Vendors have agreed to sell, 36% equity interest in MPIL at a total consideration of HK$810 million. The consideration will be satisfied by HK$100 million in cash and HK$710 million by the issue of 253,571,428 new Shares at HK$2.8 per Share;

• (m) a supplemental agreement dated 20 May 2008 entered into between Rich Theme Holdings Limited and the Vendors, pursuant to which the parties agreed to amend the payment terms of the MPIL Agreement; and

• (n) the Agreement.

Save as disclosed above, no material contracts (not being contracts entered into in the ordinary course of business) were entered into by any member of the Group within the two years immediately preceding up to and including the Latest Practicable Date.

GENERAL

• (a) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and its principal office in Hong Kong is situated at Units 10-12, 19th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong.

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GENERAL INFORMATION

APPENDIX

• (b) The branch share registrar and transfer office of the Company is Tricor Tengis Limited, which is situated at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (c) The company secretary and qualified accountant of the Company is Mr. Fu Wing Kwok Ewing, an associate member of the Hong Kong Institute of Certified Public Accountants.

• (d) The English text of this circular, in case of any discrepancy, shall prevail over the Chinese text for the purpose of interpretation.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong, Units 10-12, 19th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, up to and including 14 August 2008:

• (a) memorandum and articles of association of the Company;

• (b) annual reports of the Group for the two years ended 31 March 2008;

• (c) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix;

• (d) the circulars of the Company dated 16 May 2008 and 28 May 2008; and

• (e) the Agreement.

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NOTICE OF SGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 346)

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of Sino Union Petroleum & Chemical International Limited (the “Company”) will be held at Units 10-12, 19th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 10:00 a.m. on 14 August 2008 for the purpose of transacting the following business:

ORDINARY RESOLUTION

“ THAT :

• (a) the investment and cooperation agreement dated 17 June 2008 (a copy of which marked “A” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) made between Madagascar Energy International Limited, a wholly-owned subsidiary of the Company, and ECO Energy (International) Investments Limited (the “Agreement”) in relation to the investment and cooperation in the development of oilfield block 3113, an onshore site for oil and gas exploration, exploitation and operation in the Republic of Madagascar, details of which are set out in the circular of the Company dated 28 July 2008, and all transactions contemplated therein be and are hereby approved, ratified and confirmed; and

• (b) any one or more of the directors of the Company be and is or are hereby authorized on behalf of the Company to sign, seal, execute, perfect and deliver supplemental agreements, deeds or such other documents and do all such acts, matters and things as he or they may in his or their discretion consider necessary or desirable for the purpose of or in connection with effecting and implementing the Agreement and completing the transactions contemplated by the Agreement with such changes as any such director(s) may consider necessary, desirable or expedient.”

By order of the Board

Sino Union Petroleum & Chemical International Limited Chui Say Hoe Executive Director

Hong Kong, 28 July 2008

• For identification purpose only

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NOTICE OF SGM

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s branch share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the SGM or any adjourned meeting thereof should he so wishes.

3. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholdings.

4. As at the date hereof, the board of directors of the Company comprises seven executive directors, namely Dr. Wang Tao, Dr. Hui Chi Ming, Mr. Cheung Shing, Dr. Chui Say Hoe, Dr. Ching Men Ky, Carl, Mr. Tsang Kwok Man and Mr. Cui Yeng Xu; two non-executive directors, namely Dr. Fok Chun Wan, Ian and Mr. Chow Charn Ki, Kenneth; and three independent non-executive directors, namely Dr. Yu Sun Say, Mr. Ng Wing Ka and Mr. Edmund Siu.

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