CSSC Offshore & Marine Engineering : POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(a joint stock company with limited liability incorporated in the People's Republic of China)

(H Share Stock Code:00317)

POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

The Board is pleased to announce that the EGM was held on 23 October 2019 and all resolutions set out in the Notices were duly passed by the Shareholders.

References are made to the notice of CSSC Offshore & Marine Engineering (Group) Company Limited (the "Company") dated 14 August 2019 in relation to the Company's first extraordinary general meeting of 2019 (the "EGM" or the "Meeting") and the supplementary notice of the Company dated 16 September 2019 in relation to the Meeting (collectively, the "Notices"). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those used in the Notices.

The Board is pleased to announce that the EGM was held at 10:00 a.m. on 23 October 2019 at the Conference Room, 15/F., Shipping Building, 137 Gexin Road, Haizhu District, Guangzhou, the PRC and the resolutions set out in the Notices were duly passed by poll by the attending Shareholders and authorised proxies carrying voting rights.

The EGM was convened by the ninth session of the Board of the Company, and Mr. Han Guangde, the Chairman of the Company, presided over the Meeting. The convening, holding and the voting method of the EGM were in compliance with the requirements of the Company Law of the PRC, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and the Articles of Association of the Company.

Five out of the eleven existing directors of the Company attended the EGM, while Mr. Chen Zhongqian,Mr. Sheng Jigang, Mr. Xiang Huiming and Mr. Chen Ji, being executive directors of the Company, Mr. Shi Jun, being non-executive director of the Company, and Mr. Liu Renhuai, being independent non-executive director of the Company, did not attend the Meeting due to personal work reasons. Three out of the four existing supervisors of the Company attended the EGM, while Mr. Zhang Shan, beingstaff representative supervisorof the Company, did not attend the Meeting due to personal work reasons. Mr. Li Zhidong, being company secretary of the Company, attended the EGM, Mr. Hou Zengquan, being chief financial officer of the Company, and Mr. Jin Xuejian, the proposed Supervisor of the Company, were present at the EGM.

VOTING RESULTS AT THE EGM

Attendance at the EGM

A total of 20 Shareholders and their proxies, representing 887,620,760 Shares, attended the EGM in person and by online voting, details of which are set out below:

1. Number of Shareholders and proxies who attended the Meeting (persons)	20
Of which: Number of Shareholders of A Shares	19
Number of Shareholders of overseas listed foreign Shares (H Shares)	1
2. Total number of Shares carrying voting rights held by Shareholders who attended the Meeting (Shares)	887,620,760
Of which: Total number of Shares held by Shareholders of A Shares	532,483,546
Total number of Shares held by Shareholders of overseas listed foreign Shares (H Shares)	355,137,214
3. Number of Shares carrying voting rights held by Shareholders who attended the Meeting as a percentage of the total number of the Shares carrying voting rights (%)	62.79%
Of which: Percentage of Shares held by Shareholders of A Shares relative to the total number of shares (%)	37.67%
Percentage of the Shares held by Shareholders of overseas listed foreign Shares (H Shares) to the total number of Shares (%)	25.12%

As at the date of the EGM, the total number of issued Shares was 1,413,506,378 Shares, being the number of Shares entitling the holders thereof to attend the EGM and vote for or against or abstain from voting on the resolutions at the EGM. As at the date of the EGM, China State Shipbuilding Corporation Limited ("CSSC") and its associates hold 847,685,990 Shares (including 501,745,100 A Shares and 345,940,890 H Shares), representing approximately 59.97% of the issued Shares of the Company. CSSC is the controlling shareholder of the Company. CSSC and its associates are required to abstain and have abstained from voting on resolutions Nos. 1 to 19 (inclusive) at the EGM. Save as disclosed, there were no other Shareholders having right to attend the Meeting who were required to abstain from voting on any resolution at the Meeting. There were no Shares entitling the holders to attend and abstain from voting in favour of the resolutions at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules and no Shareholders were required under the Hong Kong Listing Rules to abstain from voting on the resolutions at the EGM. There was no restriction for any Shareholders on casting votes for any of the resolutions at the EGM.

Consideration of the resolutions at the EGM

As considered by Shareholders and their respective proxies attending the EGM, relevant resolutions were voted by way of a combination of on-site voting and online voting. The voting results of the EGM are set out as follows:

No.	Details of the resolutions	Type of votes	For	Against	Abstain	Whether or not passed
Number	%	Number	%	Number	%
Ordinary Resolutions
1	The increase of registered capital and shareholding structure adjustments of GSI, a subsidiary, and the related transaction	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
2	The increase of registered capital and shareholding structure adjustments of Huangpu Wenchong, a subsidiary, and the related transaction	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
Special Resolutions
3	The adjustments to the Major Asset Restructuring and such adjustments that constituted as significant adjustments	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
4	The Major Asset Disposal that constituted a related transaction	A Shareholders	30,737,446	99.9967	1,000	0.0033	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,933,770	99.9975	1,000	0.0025	0	0
5	The specifics of the Major Asset Disposal and the related transaction	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
6	The Major Asset Disposal of CSSC Offshore & Marine Engineering (Group) Company Limited (中船海洋與防務裝備股份有限公司) complies with relevant laws and regulations	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
7	The Report on the Major Asset Disposal and the Related Transaction of CSSC Offshore & Marine Engineering (Group) Company Limited (Draft) (Amendment) (《中船海洋與防務裝備股份有限公司重大資產出售暨關聯交易報告書(草案)(修訂稿)》) and its excerpt	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
8	The signing the Conditional Agreement on the Acquisition of Part of the Equity Interests in Guangzhou Shipyard International Company Limited by China State Shipbuilding Corporation Limited by way of Issuance of Shares to CSSC Offshore & Marine Engineering (Group) Company Limited (《中國船舶工業股份有限公司向中船海洋與防務裝備股份有限公司發行股份購買廣船國際有限公司部分股權之附條件生效協議》)	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
9	The signing the Supplemental Agreement to the Conditional Agreement on the Acquisition of Part of the Equity Interests in Guangzhou Shipyard International Company Limited by China State Shipbuilding Corporation Limited by way of Issuance of Shares to CSSC Offshore & Marine Engineering (Group) Company Limited (《中國船舶工業股份有限公司向中船海洋與防務裝備股份有限公司發行股 份購買廣船國際有限公司部分股權之附條件生效協議之補充協議》)	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
10	The Major Asset Disposal complies with the requirements of Article 4 of the Provisions on Issues Concerning Regulating the Material Asset Restructuring of Listed Companies	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
11	The Major Asset Disposal not constituting as restructuring and listing under Article 13 of the Administrative Measures for the Material Asset Reorganisation of Listed Companies	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
12	Relevant entities involved in the Restructuring are not subject to restriction from participating major asset restructuring by any listed companies pursuant to Article 13 of the Interim Provisions on Strengthening the Supervision over Abnormal Stock Trading Related to the Material Asset Restructuring of Listed Companies	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
13	The Major Asset Disposal complies with Article 11 of the Administrative Measures for the Material Asset Reorganisation of Listed Companies	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
14	The pricing basis of assets under the Major Asset Disposal and its fairness and reasonableness	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
15	The approval of the audit report, pro forma report and valuation report in relation to the Major Asset Disposal	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
16	The independence of the valuer, the reasonableness of the assumption of the valuation, the relevance of valuation methods and valuation objectives, as well as the fairness of estimated pricing	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
17	The completeness and compliance of the legal procedures of the restructuring and the validity of the submitted legal documents	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
Ordinary Resolution
18	The non-exercise of Right of First Refusal and the related transaction	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
Special Resolution
19	The general meeting granting full authorisation to the board of directors and the management to deal with matters relating to the Major Asset Disposal	A Shareholders	30,738,446	100	0	0	0	0	Yes
H Shareholders	9,196,324	100	0	0	0	0
All Shareholders	39,934,770	100	0	0	0	0
Ordinary Resolution (Cumulative Voting)
20.00	Resolution on the election of supervisor of the Company
20.01	The election of Mr. Jin Xuejian as a supervisor of the Company	A Shareholders	515,514,879	Yes
H Shareholders	355,137,214
All Shareholders	870,652,093

In accordance with the relevant provision of the Company Law and the Articles of Association of the Company, resolutions numbered 1 to 2 (inclusive), 18 and 20.01 are ordinary resolutions and were passed by more than 50% of the total number of shares carrying voting rights held by those who attended the EGM in person or by proxies. In accordance with the relevant provision of the Company Law and the Articles of Association of the Company, resolutions numbered 3 to 17 (inclusive) and 19 are special resolutions and were passed by more than two-thirds of the total number of shares carrying voting rights held by those who attended the EGM in person or by proxies. For resolution numbered 20.01, cumulative voting mechanism was adopted.

SCRUTINEER

Mr. Xu Zongliang of WUYIGE Certified Public Accountants LLP, the auditors of the Company, Mr. Guan Qi and Mr. Chen Kaichuan, being two shareholder representatives of the Company, and Mr. Mai Rongzhi, a staff representative supervisor of the Company, were appointed as the scrutineers at the Meeting for the purpose of vote-taking.

WITNESS OF LAWYERS

The EGM was attended and witnessed by Ms Xie Xin and Ms Mo Xinying, lawyers from ETR Law Firm who had issued the legal opinion. The witnessing lawyers were of the opinion that: the convening and holding procedures of the EGM of the Company, the eligibility of the persons attending the EGM and the voting procedures for the EGM were in compliance with the stipulations of the Company Law of the PRC, the Rules of Procedures of Shareholder's General Meeting of Listed Companies and the Articles of Association, and that the Meeting was lawful and valid.

By order of the Board

CSSC Offshore & Marine Engineering (Group) Company Limited

Li Zhidong

Company Secretary

Guangzhou, 23 October 2019

As at the date of this announcement, the Board comprises eleven Directors, namely executive Directors Mr. Han Guangde, Mr. Chen Zhongqian, Mr. Chen Liping, Mr. Sheng Jigang, Mr. Xiang Huiming and Mr. Chen Ji, non-executive Director Mr. Shi Jun and independent non-executive Directors Mr. Wang Yichu, Mr. Min Weiguo, Mr. Liu Renhuai and Mr. Yu Shiyou.