CHINA OILFIELD TECHNOLOGY SERVICES GROUP LIMITED (Incorporated in the Cayman Islands) (Company Registration No. CT )

Transcription

1 CIRCULAR DATED 9 JULY 2015 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Circular is issued by China Oilfield Technology Services Group Limited (the Company ). If you have sold or transferred all your shares in the capital of the Company held through The Central Depository (Pte) Limited ( CDP ), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certificate(s), you should forward this Circular, the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited ( SGX-ST ) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. CHINA OILFIELD TECHNOLOGY SERVICES GROUP LIMITED (Incorporated in the Cayman Islands) (Company Registration No. CT ) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION OF THE COMPANY Important dates and times Last date and time for lodgement of Proxy Form : 29 July 2015 at 4.00 p.m. Date and time of Extraordinary General Meeting : 31 July 2015 at 4.00 p.m. (or immediately following the conclusion or adjournment of the Annual General Meeting to be held at 3.00 p.m. on the same day and at the same place) Place of Extraordinary General Meeting : M Hotel Singapore, Anson III, Level 2, 81 Anson Road, Singapore

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3 CONTENTS Page DEFINITIONS... 3 LETTER TO SHAREHOLDERS 1. INTRODUCTION RATIONALE FOR THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION NO DISTRIBUTION UNDER THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION FINANCIAL INFORMATION OF THE COMPANY DELISTING PROPOSED LIQUIDATORS ADMINISTRATIVE PROCEDURE FOR DELISTING INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS DIRECTORS RECOMMENDATION EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS FOR INSPECTION NOTICE OF EXTRAORDINARY GENERAL MEETING

4 DEFINITIONS In this Circular, the following definitions shall apply throughout unless the context otherwise requires or unless otherwise stated: Act or Companies Act : Companies Act, Chapter 50 of Singapore, as amended or modified from time to time Board or Board of : The board of Directors of the Company for the time being Directors Cayman Companies Law : The Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands CDP : The Central Depository (Pte) Limited Circular : This Circular to Shareholders Company or COT : China Oilfield Technology Services Group Limited Controlling Shareholder : A person who:- (a) holds directly or indirectly 15% or more of the nominal amount of all voting shares in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or in fact exercises control over the Company. Delisting : The delisting of the Company from the Official List of the SGX-ST Delisting Notification : The delisting notification issued by the SGX-ST to the Company on 3 March 2015 Directors : The directors of the Company for the time being EGM : The extraordinary general meeting of the Company, notice of which is given in the Notice of EGM of this Circular (or any adjournment thereof) EGM Date : 31 July 2015, being the date on which the EGM is to be held Final General Meeting : The final general meeting of the Company to be convened by the Liquidator under the Proposed Members Voluntary Liquidation FY : The financial year of the Company ended or ending on 31 December of a particular year Latest Practicable Date : 29 June 2015, being the latest practicable date prior to the printing of this Circular Liquidators : The liquidators proposed to be appointed at the EGM, particulars of which are set out in section 7 of this Circular Listing Manual : The listing manual of the SGX-ST, as amended or modified from time to time Market Day : A day on which the SGX-ST is open for trading in securities 2

5 DEFINITIONS Notice of EGM : The notice of the EGM as set out on pages 14 to 15 of this Circular Proposed Members : The proposed members voluntary liquidation of the Company to be Voluntary Liquidation approved by Shareholders at the EGM Proxy Form : The proxy form annexed to this Circular RMB : Renminbi, the lawful currency of the People s Republic of China Securities Account : A securities account maintained by a Depositor with CDP (but does not include a securities account maintained with a Depository Agent) SGX-ST : Singapore Exchange Securities Trading Limited Shares : Ordinary shares in the capital of the Company Shareholders : Registered holders of Shares Substantial Shareholders : Persons who each hold directly and/or indirectly 5% or more of the total issued share capital of the Company. % or per cent. : Per centum The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any term defined under the Act, or the Listing Manual, or any statutory modification thereof, and used in this Circular shall, where applicable, have the meaning ascribed to it under the Act, or the Listing Manual, or such modification thereof, as the case may be, unless otherwise provided. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be the arithmetic aggregation of the figures that precede them. 3

6 INDICATIVE TIMETABLE The dates given in the following timetable are indicative only and the actual dates of the events listed below may be subject to change. The estimated timeframe is based on the expectations of the Company and Liquidators as at the Latest Practicable Date and the actual timeframe will depend on various factors, some of which are beyond the Company s and Liquidators control. For the expected events listed below, please refer to future announcement(s) by the Company and/or the SGX-ST for the exact dates of these events. Prior to commencement of the Proposed Members Voluntary Liquidation Estimated Timeframe Last date and time for lodgment of Proxy : 29 July 2015 at 4.00 p.m. Forms for the EGM Date and time of the EGM : 31 July 2015 at 4.00 p.m. (or immediately following the conclusion or adjournment of the Annual General Meeting to be held at 3.00 p.m. on the same day and at the same place) Subsequent to commencement of the Proposed Members Voluntary Liquidation Estimated Timeframe Expected Delisting date : 14 August 2015 Expected date of the Final General Meeting : As soon as the Company s affairs are fully woundup 4

7 CHINA OILFIELD TECHNOLOGY SERVICES GROUP LIMITED (Incorporated in the Cayman Islands) (Company Registration No. CT ) Directors Registered Office Gao Yanming (Executive Chairman) Cricket Square Wu Fengwu (Executive Director) Hutchins Drive Liang Yansong (Non-executive Director) PO Box 2681 Er Kwong Wah (Lead Independent Director) Grand Cayman KY Lai Hock Meng (Independent Director) Cayman Islands 9 July 2015 To: The Shareholders of China Oilfield Technology Services Group Limited Dear Sir/Madam, THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION OF THE COMPANY 1. INTRODUCTION 1.1 Purpose of Circular The purpose of this Circular is to provide Shareholders with information relating to the Proposed Members Voluntary Liquidation. The Directors are convening a EGM to seek Shareholders approval for the resolutions relating to the Proposed Members Voluntary Liquidation, as set out in the Notice of EGM on pages 14 to 15 of this Circular. Shareholders are advised to read this Circular in its entirety and to consult their legal, financial, tax or other professional advisers should they require advice in the context of this Circular. 1.2 Background Information and Delisting Notification On 4 March 2013, the Company announced that it will be placed on watch-list ( Watchlist ) by the SGX-ST with effect from 5 March 2013 and was given 24 months to fulfill the requirements under Rule 1314 of the SGX-ST Listing Manual for its removal from the Watchlist, failing which the SGX- ST may either delist the Company or suspend trading of the Company s shares with a view to delisting the Company. On 12 May 2014, the Company announced that it had completed the disposal of all its subsidiaries ( Disposal ) pursuant to the Company s announcement dated 27 December 2013 and the circular to shareholders dated 19 March 2014 in relation to the Disposal, and the extraordinary general meeting held on 3 April 2014 at which the shareholders of the Company had approved the Disposal. On 28 February 2015, the Company announced that it had submitted an application to the SGX-ST for an extension of time of six (6) months, up to 5 September 2015, for it to satisfy the requirements under Rule 1314(1) of the SGX Listing Manual and to submit an application for its removal from the Watchlist. As at 28 February 2015, the Company did not have a proposal that would enable the Company to meet the requirements for removal from the Watchlist. 5

8 On 3 March 2015, the Company further announced that it had received the Delisting Notification dated 3 March 2015 from the SGX-ST notifying the Company, inter alia, that:- (a) (c) (d) (e) The Company is unable to meet the requirements under Listing Rule 1314 for its removal from the Watchlist. Hence, the SGX-ST will proceed to delist the Company pursuant to Listing Rule 1315; Pursuant to Listing Rule 1306, the issuer or its controlling shareholder(s) must comply with Listing Rule 1309 which requires the Company or its controlling shareholder(s) to provide a reasonable exit offer to shareholders ( Exit Offer ); The SGX-ST will grant the Company an extension of time for the Company or its controlling shareholder(s) to make an Exit Offer; The Company is requested to inform the SGX-ST of the Exit Offer proposal as soon as practicable no later than one month from the date of the Notification; and Trading in the Company s securities will continue until 5 p.m., 2 April 2015 and the trading will remain suspended from 9 a.m., 6 April 2015 until completion of the Exit Offer. On 31 March 2015, pursuant to the Delisting Notification, the Company responded to SGX-ST regarding the Exit Offer proposal. The Company informed the SGX-ST that upon receipt of the Delisting Notification, the Company had immediately sought to explore various options with a view to procure an Exit Offer. In particular, the Company had sought to solicit expressions of interest from its Substantial Shareholders (including Mr Gao Yanming and Mr Liu Jing Xiang) as well as third parties to make an exit offer for all the Shares of the Company. However, the Company has not been able to procure any such reasonable cash exit alternative for the Shareholders, and is of the view that it is not realistic to expect an exit offer to be made, for the reasons set out below: (a) (c) The Company is a cash company with no business; Minimum net asset value As disclosed in the results announcement dated 28 February 2015 for the financial year ended 31 December 2014 for the Company and its subsidiaries (the Group ), the Group s cash and cash equivalents (being the only asset of the Group) amounted to approximately RMB598 thousand, whilst the Group s current liabilities (comprising accruals, other payables and deposit received from trade customers) amounted to approximately RMB588 thousand. As a result, the Group s net assets value amounted to only approximately RMB10 thousand; and The Company has not received any firm exit offer proposal from any party as of 31 March 2015 since the Company announced the receipt of the Delisting Notification. The Directors are further of the view that it is likely that the cash held by the Group will not be sufficient for distribution to the Shareholders, after taking into account the various expenses related to winding up. It is more likely that the winding-up option will create additional expenses or liabilities to the Group. In relation to such additional expenses and/or liabilities that the Group is unable to pay, Mr Gao Yanming and the controlling Shareholder have agreed to provide a loan(s) to the Company for an amount equivalent to such additional expenses and/or liabilities, and they will waive the repayment of the aforementioned loan(s). 2. RATIONALE FOR THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION Rule 1309 of the Listing Manual provides that if an issuer is seeking to delist from the SGX-ST: (a) a reasonable exit alternative, which should be normally in cash, should be offered to (a) the issuer s shareholders and holders of any other classes of listed securities to be delisted; and 6

9 the issuer should normally appoint an independent financial adviser to advise on the exit offer. Rule 1306 of the Listing Manual further provides that if the SGX-ST exercises its power to remove an issuer from the Official List of the SGX-ST, the issuer or its controlling shareholder(s) must comply with the requirements of Rule Rule 1306 provides that a reasonable exit offer may include a voluntary liquidation of the issuer s assets and distribution of cash back to shareholders. The Company has been a cash company since 30 April 2014, and there has been no business in the Company since that date, the Directors believe that it is in the best interests of the Company and the Shareholders as a whole to proceed with the Proposed Members Voluntary Liquidation. 3. THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION 3.1 Voluntary winding-up under Cayman Islands law Under the Cayman Companies Law, a Cayman Islands company may be wound up (a) compulsorily by order of the Grand Court of the Cayman Islands (the Court ), voluntarily, or (c) under the supervision of the Court. A Cayman Islands company may be wound up voluntarily when the company so resolves by special resolution or, when the company in general meeting resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts as they fall due or, the event, if any, occurs on the occurrence of which the memorandum or articles of association provide that the company is to be wound up. One or more liquidators shall be appointed for the purpose of winding-up the company s affairs and distributing its assets. Any person, including a director or officer of the company, may be appointed as its voluntary liquidator. Except in the case of a person designated as liquidator in the company s memorandum or articles of association, the appointment of a voluntary liquidator shall take effect upon the filing of his consent to act with the Registrar of Companies in the Cayman Islands. A voluntary winding-up is deemed to commence (a) at the time of the passing of the resolution for winding up; or on the expiry of the period of the occurrence of the event specified in the company s memorandum or articles of association, notwithstanding that a supervision order is subsequently made by the Court. The company shall, from the commencement of its winding-up cease to carry on its business (except so far as it may be beneficial for its winding up). Any transfer of shares, not being a transfer with the sanction of the liquidator, and any alteration in the status of the company s members made after the commencement of a voluntary winding-up is void. Within 28 days of the commencement of a voluntary winding-up, the liquidator or, in the absence of any liquidator, the directors must, amongst others, file notice of the winding-up, the liquidator s consent to act and the director s declaration of solvency with the Registrar of Companies in the Cayman Islands and, publish a notice of the winding up in the Gazette in the Cayman Islands. A director or liquidator who fails to comply with these requirements commits an offence under the Cayman Companies Law and is liable to a monetary fine. Where a company is being wound-up voluntarily, its liquidator must apply to the Court for an order that the liquidation continue under the supervision of the court unless, within 28 days of the commencement of the liquidation, the directors have signed the declaration of solvency referred to above. The signing of the declaration of solvency in the prescribed form means that a full enquiry into the company s affairs has been made and that to the best of the directors knowledge and belief the company will be able to pay its debts in full together with interest at the prescribed rate, within such period, not exceeding 12 months from the commencement of the winding up, as may be specified in the declaration. A person who knowingly makes a declaration without having reasonable grounds for the opinion that the company will be able to pay its debts in full, together with interest at the prescribed rate, within the period specified commits an offence under the Cayman Companies Law and is liable on summary conviction to a monetary fine and to imprisonment. 7

10 When a resolution has been passed by a company to wind-up voluntarily, the liquidator or any contributory or creditor may apply to the Court for an order for the continuation of the winding-up under the supervision of the Court, notwithstanding that the declaration of solvency has been made, on the grounds that (a) the company is or is likely to become insolvent, or the supervision of the Court will facilitate a more effective, economic or expeditious liquidation of the company in the interests of the contributories and creditors. When making a supervision order, the Court will appoint one or more qualified insolvency practitioners and may, in addition, appoint one or more foreign practitioners as liquidator or liquidators of the company. On the appointment of a voluntary liquidator all the powers of the directors cease except so far as the company in a general meeting or the liquidator sanctions their continuance. The responsibility for the company s affairs rests entirely in the hands of the liquidator. A liquidator s duties are to collect and realise the assets of the company (including the amount (if any) due from the contributories (shareholders)), settle the list of creditors and, subject to the rights of preferred and secured creditors and to any subordination agreements or contractual rights of set-off or netting of claims, discharge the company s liability to them (pari passu if insufficient assets exist to discharge the liabilities in full), and to settle the list of contributories (shareholders) and divide the surplus assets (if any) amongst them in accordance with their rights and interests in the company. It is also the function of the liquidator to report upon the affairs of the company and the manner in which it has been wound-up. If a voluntary winding-up continues for more than a year, the liquidator must summon a general meeting of the company at the end of the first year and of each succeeding year from the commencement of the winding-up within three months of each anniversary of the commencement of the liquidation, and must lay before such meeting a report and an account of his acts and the conduct of the winding-up during the preceding year. A liquidator who fails to comply with these requirements commits an offence under the Cayman Companies Law and is liable on conviction to a fine. As soon as the affairs of the company are fully wound-up, the liquidator must make a report and an account of the winding-up, showing how the winding up has been conducted and how the property of the company has been disposed of, and thereupon call a final general meeting of the company for the purposes of laying before it the account and giving an explanation thereof. This final general meeting must be called by at least 21 days notice to each contributory in any manner authorised by the company s articles of association and published in the Gazette in the Cayman Islands. The liquidator shall, no later than 7 days after the final general meeting, file a return in the prescribed form to the Registrar of Companies in the Cayman Islands and the Registrar of Companies shall, within 3 days of receiving a liquidator s return, register such return. Upon the expiration of 3 months from the registration of the return the company is deemed to be dissolved. Any unclaimed dividends or undistributed assets in the possession or control of the liquidator or former liquidator of a company shall be held by him as trustee upon trust for the benefit of the contributories or creditors to whom such funds are owed. At the end of one year after the dissolution of the company, the former liquidator shall transfer any funds or other assets held on trust by him to the Financial Secretary of the Cayman Islands who shall manage them in accordance with Part VIII of the Public Management and Finance Law (2011 Revision) of the Cayman Islands. SHAREHOLDERS ARE TO NOTE THAT THE SHARES OF THE COMPANY HAVE ALREADY BEEN SUSPENDED FROM TRADING SINCE 6 APRIL THE SHARES OF COMPANIES WHICH HAVE BEEN SUSPENDED FROM TRADING ARE GENERALLY VALUED AT A DISCOUNT TO THE SHARES OF COMPARABLE LISTED COMPANIES AS A RESULT OF THE LACK OF LIQUIDITY. AS SUCH, IT IS LIKELY TO BE DIFFICULT FOR SHAREHOLDERS TO SELL THEIR SHARES IN THE ABSENCE OF A PUBLIC MARKET FOR THE SHARES. 8

11 FURTHER, SHAREHOLDERS SHOULD NOTE THAT THE COMPANY SHALL BE MANDATORILY DELISTED FROM THE MAINBOARD OF THE SGX-ST PURSUANT TO RULE 1315 OF THE SGX-ST LISTING MANUAL AND WILL BECOME AN UNLISTED LIMITED COMPANY REGARDLESS OF WHETHER IT PROCEEDS WITH THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION. WHILE THE COMPANY MAY OPERATE AS AN UNLISTED LIMITED COMPANY UPON AND AFTER DELISTING, THE SHARES OF THE COMPANY MAY BECOME ILLIQUID UPON DELISTING AS SHAREHOLDERS ARE NO LONGER ABLE TO TRADE THEIR SHARES ON THE MAINBOARD OF THE SGX-ST. SHARES OF UNLISTED COMPANIES ARE GENERALLY VALUED AT A DISCOUNT TO THE SHARES OF COMPARABLE LISTED COMPANIES AS A RESULT OF THE LACK OF LIQUIDITY. AS SUCH, IT IS LIKELY TO BE DIFFICULT FOR SHAREHOLDERS OF AN UNLISTED PUBLIC COMPANY TO SELL THEIR SHARES IN THE ABSENCE OF A PUBLIC MARKET FOR THE SHARES. ALL SHAREHOLDERS SHOULD ALSO NOTE THAT THE COMPANY WILL NO LONGER BE SUBJECTED TO THE RULES OF THE SGX-ST LISTING MANUAL OF THE SGX-ST SUBSEQUENT TO THE DELISTING. 4. NO DISTRIBUTION UNDER THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION As at 31 March 2015, the net assets of the Company stood at approximately RMB10,000 based on the unaudited financial statements and dividend announcement for the year ended 31 March 2015 and the Company s net assets per Share was approximately RM Further, as at the Latest Practicable Date, the cash and cash equivalent standing to the credit of the Company amounted to RMB32,000 and the liabilities amounted to RMB194,000. The costs and expenses to be incurred by the Company in connection with the Proposed Members Voluntary Liquidation will be approximately S$140,000. (a) Estimated Costs and Expenses for the Proposed Members Voluntary Liquidation It is anticipated that the costs and expenses to be incurred by the Company in connection with the Proposed Members Voluntary Liquidation will be approximately S$140,000 comprising the following: Items Amount (S$ 000) (1) Estimated professional fees for the Proposed Members 66 Voluntary Liquidation Estimated fees payable to the Liquidators 20 Other miscellaneous expenses including listing expenses 54 Note: (1) These figures are computed based on the exchange rate that US$1.00 is equivalent to S$1.35 Estimated Net Realisable Asset According to the Company s best estimate, there will not be any surplus assets available for distribution, after deducting all the Company s existing liabilities and costs and expenses incurred in connection with the Proposed Members Voluntary Liquidation. 9

12 5. FINANCIAL INFORMATION OF THE COMPANY (a) Consolidated Income Statement The consolidated income statement for the year ended 31 March 2015 is set out below: Group Three months ended (Unaudited) RMB 000 Revenue Cost of sales Gross profit Other revenue and net income Selling and distribution expenses Administrative expenses Finance costs Loss before income tax Income tax expenses Loss for the period Loss per share for loss attributable to owners of the Company during the period: - Basic(RMB cents) N/A Balance Sheet The balance sheet for the year ended 31 March 2015 is set out below: Group The Company As at As at (Unaudited) (Unaudited) RMB 000 RMB 000 ASSETS Current assets Cash and cash equivalents EQUITY AND LIABILITIES Equity Equity attributable to owners of the Company Share capital 352, ,903 Reserves (352,893) (352,893) Total equity Current liabilities Accruals, other payables and deposits received from trade customers Total equity and liabilities

13 6. DELISTING If the Special Resolution as set out in the Notice of EGM at pages 14 to 15 below is passed, the Company will be wound-up. As described in Section 3 (The Proposed Members Voluntary Liquidation) above, under the Cayman Companies Law, the voluntary liquidation of the Company shall be deemed to have commenced at the time of the passing by the resolution for winding-up of the Company. The Company s Shares have been suspended from trading since 6 April Regardless of whether the Company proceeds with the Proposed Members Voluntary Liquidation, (i) Shareholders should note that the Company shall be mandatorily delisted from the Mainboard of the SGX-ST pursuant to Rule 1315 of the SGX-ST Listing Manual and will become an unlisted limited company, and (ii) the listing of the Shares on the SGX-ST Mainboard will be cancelled as soon as practicable after the date of the EGM. 7. PROPOSED LIQUIDATORS The proposed Liquidators are Mr Yeo Boon Chye and Mr Aw Eng Hai of Foo Kon Tan LLP. Mr Yeo Boon Chye is a senior partner and head of assurance of Foo Kon Tan LLP. Mr Yeo is a Fellow of the Association of Chartered Certified Accountants (ACCA) UK; and is also a member of the Institute of Singapore Chartered Accountants (ISCA). From he was a member of ISCA s Financial Statements Review Committee and Auditing and Assurance Standards Committee. Mr Aw Eng Hai is a partner of the Recovery & Reorganisation and Forensic Investigation Services practice at Foo Kon Tan LLP. With more than 15 years of experience, Mr Aw has helped numerous clients to successfully restructure their businesses and helped creditors to recover assets from companies in liquidation through the tracing and recovery of assets. Mr Aw is a member of the Institute of Singapore Chartered Accountants (ISCA), a Fellow of the Association of Chartered Certified Accountants (ACCA), a Fellow of Insolvency Practitioner Association of Singapore (IPAS) and a member of INSOL International. Mr Yeo Boon Chye and Mr Aw Eng Hai have given their consents to act as liquidators, subject to Shareholder s approval being obtained at the EGM in respect of their proposed appointments. The remuneration of the Liquidators shall be S$20,000 subject to the terms and conditions as stated in the letter of engagement dated 2 June The Liquidators remuneration and disbursements reasonably and properly incurred are to be paid out of the Company s assets. The Liquidators remuneration shall be subject to the approval of the Shareholders at the EGM. Upon the appointment of the Liquidators, all the powers of the directors and officers will cease and the Liquidators will be responsible for the affairs of the Company until it is wound up and dissolved. The Liquidators will wind up the affairs of the Company, in accordance with the laws of the Cayman Islands, discharge the liabilities of the Company and, following satisfaction of all the creditors of the Company, will distribute the surplus assets (if any) of the Company among the Shareholders according to their respective rights and interests in the Company. 8. ADMINISTRATIVE PROCEDURE FOR DELISTING Regardless of whether the Company proceeds with the Proposed Members Voluntary Liquidation, (i) Shareholders should note that the Company shall be mandatorily delisted from the Mainboard of the SGX-ST pursuant to Rule 1315 of the SGX-ST Listing Manual and will become an unlisted limited company, and (ii) the listing of the Shares on the SGX-ST Mainboard will be cancelled as soon as practicable after the date of the EGM. 11

14 Upon Delisting, in respect of Depositors having Shares standing to the credit of their Securities Accounts, the Company will make arrangements with CDP for the withdrawal and cancellation of the share certificates issued in the name of CDP or its nominee and the reissuance of new share certificates to the Depositors. Following the withdrawal of the share certificates issued in the name of CDP or its nominee, CDP will debit the Shares in the Securities Accounts of such Depositors. New share certificates will be sent by the Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte Ltd, by ordinary mail at the Depositors own risk to the Depositors addresses as they appear in the records of CDP. The Depositors names will also be entered in the Register of Members as members. 9. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS None of the Directors and the Substantial Shareholders of the Company has any interest, direct or indirect, in the Proposed Members Voluntary Liquidation, other than by virtue of their respective shareholding interest in the Company. Based on the records of the Company, the interests of the Directors and Substantial Shareholders in the share capital of the Company as at the Latest Practicable Date are as follows: Direct Interest Deemed Interest Number of Shares (%) Number of Shares (%) Directors Gao Yanming 231,150, Wu Fengwu Liang Yansong Er Kwong Wah Lai Hock Meng Substantial Shareholders (other than Directors) Liu Jing Xiang 73,000, DIRECTORS RECOMMENDATION Shareholders should read and consider carefully this Circular in its entirety before giving their approval pertaining to the Proposed Members Voluntary Liquidation. The Directors are of the opinion that the Proposed Members Voluntary Liquidation is in the best interests of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions relating to the Proposed Members Voluntary Liquidation set out in the Notice of EGM. 11. EXTRAORDINARY GENERAL MEETING The EGM will be held at M Hotel Singapore, Anson III, Level 2, 81 Anson Road, Singapore on 31 July 2015 at 4.00 p.m. (or immediately following the conclusion or adjournment of the Annual General Meeting to be held at 3.00 p.m. on the same day and at the same place) for the purpose of considering and, if thought fit, passing, the resolutions set out in the Notice of EGM on pages 14 to 15 of this Circular. 12

15 12. ACTION TO BE TAKEN BY SHAREHOLDERS (a) Appointment of Proxies Shareholders who are entitled to attend and vote at a general meeting of the Company who is the holder of two or more shares but are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Shareholder Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the office of the Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore , not less than 48 hours before the time fixed for the EGM. The completion and return of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM if he finds that he is able to do so. In such an event, his Proxy Form will be deemed to be revoked. Depositors not regarded as Shareholders A Depositor is not regarded as a Shareholder and may only attend the EGM and vote thereat as CDP s proxy if his name appears on the Depository Register at least 48 hours before the time fixed for the EGM. Such a Depositor who is an individual is not required to complete and lodge any instrument of proxy with the Company. For such Depositors who are unable to personally attend and vote at the EGM, and Depositors who are not an individual, they may nominate a person or persons to attend and vote at the EGM as CDP s proxies, by completing, signing and returning the Depositor Proxy Forms in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the office of the Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore , not less than 48 hours before the time fixed for the EGM. 13. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been reviewed and approved by all the Directors and they collectively and individually accept full responsibility for the accuracy of the information contained in this Circular and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, the facts stated and the opinions expressed in this Circular are accurate in all material respects and that there are no material facts the omission of which would make any statement in this Circular misleading. Where information contained in this Circular has been extracted from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from these sources. 14. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at 18 Cross Street, #07-11 China Square Central, Singapore during normal business hours from the date of this Circular up to and including the date of the EGM: (a) the Memorandum and Articles of Association of the Company; and the letter of consent to act from the proposed Liquidators. Yours faithfully For and on behalf of the Board of Directors of CHINA OILFIELD TECHNOLOGY SERVICES GROUP LIMITED Gao Yanming Executive Chairman 13

16 NOTICE OF EXTRAORDINARY GENERAL MEETING CHINA OILFIELD TECHNOLOGY SERVICES GROUP LIMITED (Incorporated in the Cayman Islands) (Company Registration No.: CT ) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the EGM ) of China Oilfield Technology Services Group Limited (the Company ) will be held at M Hotel Singapore, Anson III, Level 2, 81 Anson Road, Singapore on 31 July 2015 at 4.00 p.m. (or immediately following the conclusion or adjournment of the Annual General Meeting to be held at 3.00 p.m. on the same day and at the same place) (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions: SPECIAL RESOLUTION NO. 1: MEMBERS VOLUNTARY LIQUIDATION RESOLVED AS A SPECIAL RESOLUTION THAT: (a) (c) (d) (e) the affairs of the Company be wound-up and that the Company be voluntarily liquidated; Mr Yeo Boon Chye and Mr Aw Eng Hai of Foo Kon Tan LLP of 47 Hill Street, #05-01 SCCCI Building, Singapore be and are hereby appointed Voluntary Liquidators of the Company (the Liquidators ) for the purposes of such winding-up and liquidation and that they shall have the power to act jointly and severally in the winding-up and liquidation of the Company and its affairs; the Liquidators be and are hereby authorised to jointly and severally take such steps, make such arrangements, do all such acts and things and exercise such discretion in connection with, relating to the matters contemplated herein, as they may jointly and severally from time to time consider fit, necessary, desirable or expedient to fully wind-up the affairs of the Company (including to the delisting of the Company from the Official List of the Singapore Exchange Securities Trading Limited); the Liquidators be and are hereby authorised to jointly and severally make a distribution in specie and/or in cash of all or any part of the assets of the Company; the Directors (or any one of them) be and are hereby authorised to complete and do all acts and things (including executing and delivering all such forms, instruments, certificates and documents as may be necessary, required or desirable in connection with the Proposed Members Voluntary Liquidation) and exercise such discretion as the Directors (or any one of them) may in their absolute discretion deem fit, advisable or necessary to give full effect to this Special Resolution and the Proposed Members Voluntary Liquidation and the transactions contemplated by all the foregoing. All capitalised terms used in this Special Resolution which are not defined herein shall have the same meanings ascribed to them in the Circular to the Shareholders of the Company dated 9 July ORDINARY RESOLUTION NO. 1: REMUNERATION OF THE LIQUIDATORS RESOLVED THAT, subject to and contingent upon Special Resolution 1 being passed: (a) the remuneration of the Liquidators be fixed at the Liquidators standard fee of S$20,000 subject to the terms and conditions as stated in the letter of engagement dated 2 June 2015, the Liquidators reserving the right to charge further fees plus costs incurred in liquidating the Company which are over and above what is contemplated by the Liquidators said standard fee, should circumstances result in such further fees and costs arising with respect to the liquidation (the Liquidators Remuneration ), and that the Liquidators Remuneration be and is hereby approved, ratified and confirmed in all respects; 14

17 NOTICE OF EXTRAORDINARY GENERAL MEETING (c) the Liquidators be and are hereby entitled to receive payment of the Liquidators Remuneration from the assets of the Company; the Directors (or any of them) be and are hereby authorised to execute and deliver any agreements, forms, instruments and other documents, and do any other things, as such person shall in his absolute discretion deem necessary or desirable in connection with any of the matters contemplated by the foregoing. BY ORDER OF THE BOARD Gao Yanming Executive Chairman 9 July 2015 Notes: 1. With the exception of The Central Depository (Pte) Ltd. (the Depository ) which may appoint more than two proxies, a member of the Company entitled to attend and vote at the EGM who holds two or more shares is entitled to appoint not more than two proxies to attend and vote on his behalf at the EGM. A proxy need not be a member of the Company. 2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his shareholding, expressed as a percentage of the whole, to be represented by each proxy. If no percentage is specified, the first-named proxy shall be deemed to represent 100 per cent. of the shareholding of the appointor and the second-named proxy shall be deemed to be an alternate to the first-named proxy. 3. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its corporate representative at the EGM. 4. To be valid, the instrument appointing a proxy or proxies and the power of attorney or other authority, if any, under which it is signed on behalf of the appointor (including a Depositor), or a certified copy of such power or authority, must be deposited at the office of Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore not less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof. Detailed instructions can be found on the Proxy Form(s). 15