Announcement of Offshore Oil Engineering Co., Ltd. on Increasing Provisional Proposal for General Shareholders' Meeting in 2013

Transcription

1 Announcement of Offshore Oil Engineering Co., Ltd. on Increasing Provisional Proposal for General Shareholders' Meeting in 2013 Important Notes The board of directors and all the directors of the company pledge that the announcement contains no false records, misleading statements or major omissions, and bear joint and several liabilities for the authenticity, accuracy and integrity of the announcement. I. Representation of Increasing Provisional Proposal Offshore Oil Engineering Co., Ltd. (hereinafter referred to as the Company ) announced the Notice on Convening General Shareholders Meeting in 2013 (announcement No.: ) on website of Shanghai Stock Exchange and relevant information disclosure media on March 18, 2014, and decided to hold the general shareholders meeting of 2013 on April 23, On April 11, 2014, the Company received the Letter on Suggestion of Increasing Provisional Proposal for General Shareholders Meeting of 2013 from China National Offshore Oil Corporation (hereinafter referred to as CNOOC ), the shareholder independently holding 51.34% shares of the Company, including the following contents: In light of relevant national provisions, Sun Shuyi, the outside director of the Company submitted resignation to Board of Directors on March 14, 2014, applying for resigning and giving up related duties. In order to ensure normal operation of Board of Directors, a director shall be supplemented as soon as possible in accordance with provisions in Corporation Law and Articles of Association of COOEC. As the shareholder holding 51.34% shares of the Company, CNOOC nominated Mr. Yang Yun as the candidate for the Fifth Board of Directors, with the tenure synchronous with the Fifth Board of Directors. Resume of Mr. Yang Yun: Born in 1964 and graduated from School of Economics and Management of Tsinghua University, he got the degree of MBA and title of professorate senior engineer, with more than 20 years of experiences in offshore oil engineering production 1

2 and management and site construction management. He acted as assistant engineer of oil production plant, engineer and Deputy Director of Process Section in Qinghai Oilfield Administration from July 1985 to June 1993; acted as engineer and Deputy Chief of Operation Section of CNOOC Nanhai West Oil Production Corporation from June 1993 to May 1997; acted as the Chief and Principal Engineer of Production Office of CNOOC Nanhai West Oil Corporation from May 1997 to May 1998; acted as the Chief of Production Section of Development & Production Department of CNOOC from May 1998 to December 1999; acted as Production Manager of Development & Production Department of CNOOC from December 1999 to June 2007; acted as Vice-general Manager of CNOOC (China) Shenzhen Branch from June 2007 to July 2009; acted as Vice-general Manager of CNOOC (China) Shenzhen Branch and Undersecretary of CNOOC Nanhai East Petroleum Administration Bureau from July 2009 to May 2011; and have been acting as the Executive Vice-president of COOEC since May Mr. Yang Yun holds 100,000 shares of the Company, and is not subject to the punishment of CSRC, other departments concerned and stock exchanges. Upon review of Board of Directors, the aforementioned provisional proposal belongs to the authority of general shareholders meeting, which owns clear topics and specific resolutions and meet the specifications in laws, regulations and Articles of Association. Therefore, it will be submitted to general shareholders meeting of the Company in 2013 for deliberation. II. Except the increased provisional proposal mentioned above, other matters of general shareholders meeting originally announced on March 18, 2014 remain unchanged. III. The specific matters of general shareholders meeting in 2013 are announced here again: (I) Basic Information of Meeting 1. Convener: Board of Directors 2. Date and time: Site meeting: 14:00-15:30 PM on April 23, 2014 (Wednesday) Online voting: 9:30-11:30 AM and 13:00-15:00 PM on April 23, 2014 (Wednesday) 3. Voting mode: Site voting and online voting (refer to appendix for process of online voting) are combined for the general shareholders meeting, with the transaction system of SSE as the online voting 2

3 platform. 4. Location: Ocean Spring Metropark Hotel (Ocean Plaza) in Jinwan District, Zhuhai City (close to COOEC (Zhuhai) Co., Ltd., so that the shareholders can acquire the project construction conditions of deepwater ocean engineering equipment manufacturing base of the Company in Zhuhai) (II) Matters for Deliberation 1. Work Report of Board of Directors in 2013; 2. Work Report of Board of Supervisors in 2013; 3. Final Account Report of the Company in 2013; 4. Annual Report of the Company and the Summary in 2013; 5. Annual Profit Distribution Scheme of the Company in 2013; 6. Proposal on Continuing Contract with Financial and Internal Control Audit Organizations of the Company in 2014; 7. Proposal on General Election of Board of Supervisors; 8. Proposal on Adding Mr. Yang Yun as the Director of the Company. (III) Attendees 1. Shareholders holding the company's shares on the date of record. The date of record of the general shareholders' meeting shall be April 16, All the shareholders of the company that have been registered at China Securities Depository and Clearing Corporation Limited, Shanghai Branch when the Shanghai Stock Exchange closes on the date of record shall be entitled to attend the meeting, and may commission agents in writing to attend the meeting and vote. These agents do not have to be the company's shareholders. 2. The Company s directors, supervisors and senior managers. 3. Witness lawyer recruited by the Company. (IV) Measures for Site Meeting Registration 1. Registration method: any attending individual shareholder shall show his or her identity card or any other valid identity certificate and stock account card; any agent commissioned by a shareholder shall show his or her identity card or the power of attorney issued by the shareholder. For any legal person shareholder, the legal representative or an agent commissioned by the shareholder shall attend the meeting. Any legal representative shall show his or her identity card, valid certificate of his or her qualification and stock account card; any agent commissioned by the legal representative shall show his or her identity card, the written power of attorney, copy of the business license and stock account card issued by the legal representative of the legal person shareholder in accordance with law. Shareholders in other places may register by 3

4 correspondence or fax and provide telephone numbers. 2. Registration time: 9:00-11:30 AM and 14:00-17:00 PM on April 18 to 21, Place of registration: Room A1106 of Board Secretary s office of COOEC, 199 Haibin 15 th Road, Tianjin Free Trade Zone, Tianjin (V) Others 1. Contact information Permanent contact: Li Guopeng Tel.: Fax: Expenses All the attending shareholders shall bear lodge and boarding expenses and transportation expenses on their own The announcement is hereby made. Appendix 1: Power of Attorney Appendix 2: Process of Online Voting by Shareholders Board of Directors of Offshore Oil Engineering Co., Ltd. April 15,

5 Appendix 1: Power of Attorney Power of Attorney To: Offshore Oil Engineering Co., Ltd. I hereby commission Mr. (Ms.) [ ] to attend general shareholders meeting of Offshore Oil Engineering Co., Ltd. in 2013 on April 23, 2014, and exercise the right to vote on behalf of me (the Company). The trustee may exercise the right of voting on all the proposals deliberated on at the meeting based on my (the Company's) instructions indicated in the table below. For the temporary proposals probably included for deliberation or other proposals in which I (the Company) have (has) not given specific instructions, the trustee shall ( have not have) the right of voting and ( may shall not) vote on his or her own. The consequences of the trustee's voting shall be borne by me (the Company). No. Proposal For 1 Work Report of Board of Directors in Work Report of Board of Supervisors in Final Account Report of the Company in Annual Report of the Company and the Summary in Annual Profit Distribution Scheme of the Company in 2013 Proposal on Continuing Contract with 6 Financial and Internal Control Audit Organizations of the Company in 2014 Proposal on (1) Electing Mr. Wei 7 General Junchao as the supervisor Election of of the Fifth Board of Agai nst Abst enti on 5

6 Board of Supervisors Supervisors (2) Electing Ms. Zhao Yanbo as the supervisor of the Fifth Board of Supervisors 8 Proposal on Adding Mr. Yang Yun as the Director of the Company Notes: The trustee shall tick cells below "for", "against" or "abstention" based on the client's instructions and may tick one item only for each proposal. Other signs shall be deemed to be abstention. Signature (client): ID number (client/business license registration No.): Signature (trustee): ID number (trustee): Shareholder account (client): Number of shares (client): Date of entrustment: Validity period of entrustment: XX to XX, 2014 Note: 1. Where the client is a legal person shareholder, the official seal of the legal entity shall be affixed. 2. Any copy of the power of attorney shall be valid. 6

7 Appendix 2: Process of Online Voting by Shareholders Process of Online Voting by Shareholders Notes: 1. The Company will offer the shareholders an online voting platform via the trading system of the Shanghai Stock Exchange (hereinafter referred to as "the SSE") so that the shareholders may exercise the right of voting via the said system within the time of trading. 2. Date of voting: April 23, 2014; time of voting: 9:30-11:30 AM and 13:00-15:00 PM. Online voting for the general shareholders meeting via the trading system of the SSE shall refer to new share subscription via the SSE. I. Voting Process 1. Voting code Voting Code Voting Number of Voting Abbreviation Voted Matters Shareholders COOEC voting 9 A-share Holders 2. Voting method (1) One-time voting: Declare by the following mode if all matters are to be voted one time: Contents All proposals of the meeting Declaration code Declared price For Against Abstention (2) Voting by item: 7

8 Fill the numbers of the proposals at the general shareholders' meeting under the item of "buying price", 1 represents Proposal I, 2 represents Proposal II, and so forth; for the sub-proposal under Proposal VII, 7.01 represents "Electing Mr. Wei Junchao as the supervisor of the Fifth Board of Supervisors", and 7.02 represents "Electing Ms. Zhao Yanbo as the supervisor of the Fifth Board of Supervisors". Declared prices corresponding to all the proposals: Voting Number Description Work Report of Board of Directors in 2013 Work Report of Board of Supervisors in 2013 Final Account Report of the Company in 2013 Annual Report of the Company and the Summary in 2013 Annual Profit Distribution Scheme of the Company in 2013 Proposal on Continuing Contract with Financial and Internal Control Audit Organizations of the Company in Proposal on General Election of Board of Supervisors Electing Mr. Wei Junchao as the supervisor of the Fifth Board of Supervisors Electing Ms. Zhao Yanbo as the supervisor of the Fifth Board of Supervisors Proposal on Adding Mr. Yang Yun as the Director of the Company Declaration Code (3) Fill voting opinions in the item of "number of shares declared" Declared Price

9 Voting Opinion Corresponding Number of Shares Declared For 1 Against 2 Abstention 3 (4) Trading direction: buy-in II Voting Example 1. After the Shanghai Stock Exchange closes in the day of record, if an investor holding COOEC A shares proposes to vote for all the proposals in the online voting, he or she shall fill " 99" under the item of "declared price" and "1" under the item of "number of shares declared", and declare relevant information as follows: Voting Code Trading Direction Trading Price Number of Shares Traded Buy-in After the Shanghai Stock Exchange closes in the day of record, if an investor holding COOEC A shares proposes to vote on the proposals item by item in the online voting, he or she shall vote for Proposal 1 Work Report of Board of Directors in 2013, and declare relevant information as follows: Voting Code Trading Direction Trading Price Number of Shares Traded Buy-in If an investor holding COOEC A shares proposes to vote against or abstain from the proposals in the online voting, he or she needs only to change the number of shares traded mentioned in the previous paragraph into two or three, and other information shall be the same. 9

10 III Voting Notes 1. Given the large number of the proposals in the voting, if a shareholder needs to express the same opinion on all the proposals, it is advised to directly commission a declared price of 99 for voting. If the general shareholders meeting has several proposals for voting, a shareholder may determine the order of proposal voting and declaration on his or her own. Voting declaration shall not be cancelled. 2. A same matter shall not be voted on many times. In case of any multiple voting (including site voting, commission voting and online voting), the results of the first vote shall prevail. 3. In statistics of voting results, the voting declaration of single scheme is prior to that of proposal set including such proposal, and voting declaration of proposal set is prior to that of all proposals. 4. When the general shareholders meeting has several proposals for voting, a shareholder who only votes on one proposal or several online shall be deemed to have attended the meeting and the number of his or her votes shall be included in the total number of votes of all the shareholders present for calculation. Where the shareholder has not voted on any proposal, or his or her voting has not accorded with the Implementation Rules of the Shanghai Stock Exchange on Online Voting at General Shareholders Meetings of Listed Companies, he or she shall be deemed to have abstained from voting. 10