Offshore Oil Engineering Co., Ltd. Special Report on Deposit and Actual Use of Raised Funds in the First Half Year of 2016

Transcription

1 Stock code: 6583 Stock Abbr.: COOEC Announcement No.: Temporary Offshore Oil Engineering Co., Ltd. Special Report on Deposit and Actual Use of Raised Funds in the First Half Year of 216 Special notes The Board of Directors and all directors of the Company guarantee that the announcement contains no false records, misleading statements or major omissions, and bear individual and joint and several liabilities for the authenticity, accuracy and integrity of the announcement. I. Basic Information about the Raised Funds (I) Amount of actual raised funds and time of being credited into account Approved by China Securities Regulatory Commission (CSRC) in the Reply of Approving Private Placements of Offshore Oil Engineering Co., Ltd. (CSRC Permit [213] No. 118), Offshore Oil Engineering Co., Ltd. (hereinafter referred to as "the Company") issued 531,914,8. RMB ordinary shares (A-share) in the mode of private placement, with issuance price of RMB 6.58 yuan per share and funds raised ing to RMB 3,499,999,384. yuan. After underwriting fee of RMB 27,123,995.7 yuan was deducted, RMB 1,772,875, yuan in the remaining raised funds of RMB 3,472,875, yuan has been deposited in the Company's special account for raised funds in Beijing Deshengmen Branch of Bank of Communications and the other RMB 1,7,,. yuan deposited in the Company's special account for raised funds in Tianjin Haiyang Sub-branch, Binhai Branch of Bank of China on September 27, 213. Besides, the accumulative attorney and accountant fees and registration fee payable due to the private placement to RMB 1,379, yuan. With underwriting fee and other accumulative issuance expenses of the Company deducted, net of the raised funds is RMB 3,471,496, yuan. Shinewing Certified Public Accountants (special general partner) has verified payment condition of the above-stated raised funds and issued Capital Verification Report (No. XYZH/213A712). Refer to Announcement on Private Placements Results, i.e. Capital Stock Change disclosed by the Company on October 11, 213 for details. (II) Amount of funds used in the first half year of 216 and current balance By June 3, 216, use and balance of raised funds of the Company are as follows: Item Amount (Yuan) Net of raised funds 3,471,496, Balance of raised funds by December 31, 215 1,543,39,63.33 Less: in fund raising investment project of current year 185,691,75.19 Plus: net of interest income with commission charge, etc. deducted 2,44,61.94 Recovered income from financial products 18,22, Equal to: balance of raised funds 1,377,991, Including: balance of financing funds 1,1,,. II. Management of Raised Funds (I) Management of raised funds strictly in accordance with regulations To standardize the management and use of raised funds of the Company, the Company formulated the Procedure for Management and Use of Raised Funds of Offshore Oil Engineering Co., Ltd. (hereinafter referred to as "the Procedure") based on Company Law of the People's Republic of China, Securities Law of the People's Republic of China, Measures for the Administration of Securities Issuance by Listed Companies, Rules of Shanghai Stock Exchange on the Listing of Stocks, Shanghai Stock Exchange 1

2 Stock code: 6583 Stock Abbr.: COOEC Announcement No.: Temporary Promulgated Administrative Measures for the Capital Raised by Listed Companies (213 Revision) and other applicable laws, regulations and normative documents as well as the provisions and requirements in Articles of Offshore Oil Engineering Co., Ltd. and actual condition of the Company. The Procedure has been deliberated and approved in the 2nd Temporary General Shareholders' Meeting in 213 and specifies that the raised funds shall be deposited in special account and the Company must fulfill approval formalities for use of the raised funds strictly in accordance with funds management rules of the Company. Investing idle raised funds in products shall be deliberated and approved by the Board of Directors, with explicit consent given by independent directors, Board of Supervisors and sponsor institution. (II) Information about implementation subject of raised funds In accordance with the 16th meeting of the 4th board of directors on October 26, 212 and Non-public f A-share Stocks Plan deliberated and approved in the first extraordinary shareholders meeting in 213 on March 11, 213, the net raised funds of non-public stock is applied to the following projects: Unit: RMB 1, yuan Project name Zhuhai deepwater offshore engineering equipment manufacturing base project Project Total investment 1,1,614. Project filing Certificate of Guangdong Corporate Capital Construction Investment Projects Filing Certificate (filed project No ), Z.G.H.J [213] No.39 The project above is implemented individually by the Company's wholly-owned subsidiary, Offshore Oil Engineering (Zhuhai) Co., Ltd. (hereinafter referred to as "Zhuhai Subsidiary" or "Zhuhai Company"). Zhuhai Company entered sino-foreign joint venture contract with Fluor Limited Company within 215, based on Zhuhai deepwater offshore engineering equipment manufacturing base. It is proposed to set up COOEC-Fluor Heavy Industries Co., Ltd., with registered capital of USD million. Zhuhai Company plans to contribute USD 59.8 million in the form of land use right of Zhuhai deepwater offshore engineering equipment base, tangible assets and partial cash, which accounts for 51% of the total registered capital of joint venture company. Zhuhai deepwater offshore engineering equipment manufacturing base project was implemented independently by Zhuhai Company and will be implemented into joint venture mode, viz. by joint venture company set up by Zhuhai Company and Fluor Limited Company subordinated to Fluor Corporation. The above project has been approved upon deliberation in the first extraordinary shareholders meeting in 215. Alternated raised funds investment project construction contents hasn't material changes with those before alteration but it is introduced to Fluor Limited Company as joint venture method which facilitates to construct the project and greatly play the role and make efficiency after construction. So far, phase I and II of Zhuhai deepwater offshore engineering equipment manufacturing base project have been completed and put into service. Preliminary scheme and design and other related work of phase III are in progress at present, and phase III construction will be implemented by joint venture company and the Company will contribute the rested non-public issuance raised funds to the joint venture company to continue to promote Zhuhai deepwater offshore engineering equipment manufacturing base construction without changing raised funds purpose. (III) Special account for raised funds and deposit Raised funds are wholly deposited in Zhuhai Subsidiary's special account for raised funds with the account No in Zhuhai Branch of Bank of Communications, with balance of RMB 277,991, yuan as of June 3, 216. (IV) Supervision of raised funds among three parties The Agreement on Supervision over Saving of Special Account for Raised Funds Among Three Parties 2

3 Stock code: 6583 Stock Abbr.: COOEC Announcement No.: Temporary signed by the Company with Zhuhai Branch of Bank of Communications Co., Ltd. and China International Capital Corporation has been in the normal performance. The agreement specifies rights and obligations of all parties, and has no significant difference with the model of the Shanghai Stock Exchange. Thus there is no problem in implementation of the agreement. III. Actual Use of Raised Funds of Current Year (I) Use of funds in projects In the first half year of 216, funds actually used in Zhuhai deepwater offshore engineering equipment manufacturing base project is RMB 185,691,8 yuan. See the table below for details: 3

4 Stock Code: 6583 Stock Abbr.: COOEC Comparison of Raised Funds Use Unit: RMB 1, yuan Net of raised funds Total of raised funds for altered purposes in report period 347, Total of raised funds of current year 18, Total of raised funds for accumulated altered purposes Proportion of total of raised funds for accumulated altered purposes.. Accumulated total of raised funds 232, Committed investment projects and investing trend of super-rais ed funds Change d items (includi ng partially change d items) Total of raised funds committ ed to be Total of investme nt after adjustme nt Committ ed by the end of the period (1) Total investe d in current year Accumulati ve by the end of the period (2) Difference between accumulati ve and committed by the end of the period (3) = (2) - (1) Investme nt progress by the end of the period (%) (4) = (2) / (1) Date when the project reaching serviceab le condition schedule d Income realized in current year Whethe r to meet the estimat ed income Whether there are significa nt changes in feasibilit y of the project Committed investment 4

5 Stock Code: 6583 Stock Abbr.: COOEC projects 1. Zhuhai deepwater offshore engineering equipment manufacturi ng base project No 347, , , , , , Phase I and II of the base have been completed and put into service while phase III constructi on is in planning. Prime assets of the base has been to joint venture company in the first half year. A period of time will be taken for achieving stable operation of joint venture company, and only two phases constructi on of the base have been completed while subseque nt constructi on will be needed, so the benefits can't be Not all have been put into productio n. No 5

6 Stock Code: 6583 Stock Abbr.: COOEC measured explicitly but it has played an important role in production project of the Company. In the future, further expand market for the base to create considera ble economic benefits. Subtotal of committed investment items - 347, , , , , , Situations and causes for not meeting the schedule or the estimated income (by specific project) Statement on significant change in the project feasibility Upfront investment and replacement of projects with raised funds None No significant change in the project feasibility No replacement in current year. Temporary supplement for current assets None 6

7 Stock Code: 6583 Stock Abbr.: COOEC with idle raised funds Cash management on idle raised funds and investment in related products of the funds Permanent supplement for current assets or repayment of bank loans with super-raised funds Balance of raised funds and causes Other use of raised funds Raised funds unused will be stored in three-party supervision account and used for purchasing principal-guaranteed bank financial products. None Fund raising investment project is constantly in progress, while raised funds are continuously put into service. No Note: According to non-public A-share stock plan of the Company, the raised funds will be all applied to Zhuhai deepwater offshore engineering equipment manufacturing base project after deducting issue expenses. Committed by the end of the period, viz. net of raised funds is RMB 3,471,496,2 yuan. 7

8 Stock Code: 6583 Stock Abbr.: COOEC (II) Upfront investment and replacement of fund raising investment project No upfront investment and replacement of the Company in current year. (III) Temporary supplement for current assets with idle raised funds There is no temporary supplement for current assets with idle raised funds in the Company. (IV) Cash management on idle raised funds and investment in related products in reporting period The Proposal on Using Some Temporary Idle Raised Funds to Purchase Principal-guaranteed Bank Financial Products was approved in the 14th Meeting of the 5th Board of Directors of the Company on October 23, 215, which permits the Company to use temporary idle raised funds not more than RMB 1.2 billion yuan to duly purchase principal-guaranteed bank financial products within one year since resolution of Board of Directors. As approved in the meeting above, the Company purchased relevant financial products from banks with raised funds in report period, and gained total income of RMB 17,172,8 yuan; details are shown as follows: Unit: RMB 1, yuan Name of partner Type of entrusted financial products Amount of entrusted financing Start date of entrusted financing End date of entrusted financing Amount of actually recovered principal Actual incom e Zhuhai Branch of Bank of Communication s Income-guarantee d financial products 11, , Zhuhai Branch of Bank of Communication s Income-guarantee d financial products 11, , Zhuhai Branch of Bank of Communication s Income-guarantee d financial products 11, , (V) Other situations in use of raised funds There is no other situation in use of raised funds of the Company. IV. Change in Use of Fund Raising Investment Project There is no change in projects of the Company. V. Problems in Use and Disclosure of Raised Funds There is no failure in timely, truthful, accurate and complete disclosure of relevant information about raised funds disclosed by the Company, and no violation in storage, use and management of raised funds. The announcement is hereby made for above purpose. Board of Directors of Offshore Oil Engineering Co., Ltd. 8

9 Stock Code: 6583 August 19, 216 Stock Abbr.: COOEC 9