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BRIGHTOIL PETROLEUM (HOLDINGS) LIMITED

光滙石油 (控股) 有限公司 *


(Incorporated in Bermuda with limited liability)

INTENDED DISPOSAL OF INTEREST IN


BRIGHTOIL PETROLEUM (S’PORE) PTE. LTD.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY

For the purpose of enhancing the asset structure of Brightoil Petroleum (Holdings) Limited
(the “Company”) (together with its subsidiaries, the “Group”), the Company is pleased to
announce that it is engaging in preliminary commercial negotiations with a potential investor
for the intended sale of the entire interest and business structure in Brightoil Petroleum
(S’pore) Pte. Ltd. (“BOPS”). In this respect, the Company has on 19 November 2020 entered
into a non-binding Memorandum of Understanding (“MOU”) with the potential buyer with
major terms as set out below.

The MOU outlines the principal terms and conditions of the proposed transaction
(“Transaction”) between Landoil (S’pore) Pte. Ltd. (“Purchaser”) and Brightoil Marine
Bunkering Group Ltd. (“Seller”) (together, the “Parties”) for the entire issued share capital
of BOPS, an indirect wholly-owned subsidiary of the Company.

BOPS is currently under moratorium protection pursuant to section 211B(7) of the


Companies Act (Cap. 50, 2006 Rev Ed) of Singapore and/or the inherent jurisdiction of the
Singapore Court, and has initiated a process to restructure its liabilities involving possibly a
scheme of arrangement to be sanctioned by the Singapore Court. Despite having recorded
positive net asset, BOPS does not have the necessary resources to revive its business nor to
actively or effectively recover its account receivables. In addition, the Group is restricted by
the Zhoushan disposal to continue to engage in the trading and marine bunkering businesses
originally carried out by BOPS which will be regarded as competitive business by the
purchaser of the Zhoushan Project.

On the other hand, the Purchaser, together with its holding company, having all the necessary
licenses in the PRC to carry out the relevant business, is keen on developing the inherent
business of BOPS and is positive that once the business is revived, the account receivables or
a substantial part of which could be recovered by BOPS. The Purchase intends to fully utilise
BOPS’s existing business relationships and all the relevant licenses including bunker license
(the existing licences in Singapore market to be renewed) for the development of the trading
and marine bunkering business.

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The contemplated transaction structure and parameters as described above are subject to
definitive agreements (“Definitive Documents”) to be entered between the Parties and are
outlined below.

Transaction

Purchaser: Landoil (S’pore) Pte. Ltd. (a wholly owned subsidiary of Shenzhen


Brightoil Group Co., Ltd. (“SZBO”))

Guarantor: SZBO

Seller: Brightoil Marine Bunkering Group Ltd.

Subject: 100% issued share capital of BOPS

Consideration: Cash consideration of an amount not less than the audited net asset
value of BOPS as at 31 December 2020 (or any other date to be agreed
by the Parties)

Payment: By instalments (of amounts to be agreed and to be fully paid by no


later than 2 years after closing)

Closing Conditions

The signing of Definitive Documents shall be subject to approval of the proposed transaction
by the Parties’ internal governance bodies and shareholders, if applicable, and the closing of
the Transaction shall be subject to customary and standard closing conditions, including but
not limited to:

• BOPS being no longer under moratorium protection;

• SZBO having provided guarantee in the form satisfactorily acceptable to the Seller;

• satisfactory representations, warranties, undertakings, covenants and indemnities


given by the Seller in the Definitive Documents;

• all approvals, consents and waivers required of BOPS from third parties and relevant
governmental and regulatory authorities, if applicable in respect of the Transaction
have been obtained, unless waived by the Purchaser;

• completion of due diligence with results that are satisfactory to the Purchaser; and

• other closing conditions to be specified in the Definitive Documents.

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The Company is currently working with the Purchaser and targets to enter into binding
agreements for the potential sale in the near future. The Company will make further
announcement once the details and terms of the intended sale are agreed, and until then it
should be noted that the intended sale is still at a preliminary stage.

By Order of the Board


Brightoil Petroleum (Holdings) Limited
Tang Bo
Chairman

Hong Kong, 30 November 2020

As at the date of this announcement, the Board comprises (i) one Executive Director, namely
Mr. Tang Bo; (ii) two Non-executive Directors, namely Mr. Dai Zhujiang and Mr. Zhao Liguo;
and (iii) three Independent Non-executive Directors, namely Dr. Lo Wing Yan William, JP; Mr.
Wang Tian and Mr. Chan Wai Leung.

* For identification purposes only

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