China Ocean Fishing : NOTICE OF SGM (in PDF)

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.

China Ocean Fishing Holdings Limited

中國海洋捕撈控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8047)

NOTICE OF SGM NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting") of China Ocean Fishing Holdings Limited (the "Company") will be held at Room 03, 22/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on at 10:30 a.m. on 22 September 2017 for the purpose of considering and, if thought fit, passing the following resolutions of the Company: ORDINARY RESOLUTIONS

1. "THAT:

2. the terms and conditions of the subscription agreement dated 29 May 2017 (the "Subscription Agreement", a copy of which has been produced to the meeting marked "A" and signed by the chairman of the meeting for the purpose of identification) entered into between the Company as the issuer, COFCO Capital (Hong Kong) Co., Limited (the "Subscriber") as the subscriber, and Mr. Liu Rongsheng and Mr. Liu Yi as guarantors, in relation to the subscription of the Convertible Bonds (as defined below) be and are hereby approved, confirmed and ratified;

3. the terms and conditions of the instrument of the convertible bond (the "Convertible Bond Instrument") to be entered into between the Company and the Subscriber in relation to the convertible bonds in the aggregate principal amount of HK$100 million to be issued by the Company (the "Convertible Bonds") under Specific Mandate (as defined below), a copy of which has been produced to the Meeting marked "B" and signed by the chairman of the Meeting for the purpose of identification, pursuant to which the Company is to issue to the Subscriber the Convertible Bonds which are convertible into shares of the Company (the "Conversion Shares") at the conversion price of HK$0.24 per Conversion Share (subject to adjustment) be and are hereby approved, confirmed and ratified;

4. the grant of specific mandate (the ''Specific Mandate'') to the directors (the "Directors") of the Company to allot and issue the Convertible Bonds and to issue and allot the Conversion Shares to the Subscriber pursuant to the Subscription Agreement and the Convertible Bond Instrument be and is hereby approved, confirmed and ratified; and the Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/ have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and

5. any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Convertible Bonds to the Subscriber."

6. On behalf of the Board

   China Ocean Fishing Holdings Limited Liu Rongsheng

   Executive Director and Chairman

   Hong Kong, 5 September 2017

   Registered office: Head office and principal place of business

   Clarendon House in Hong Kong:

   2 Church Street Room 03, 22/F

   Hamilton HM 11 China Resources Building

   Bermuda 26 Harbour Road

   Wanchai Hong Kong

   Notes:

7. A form of proxy for use at the Meeting is enclosed herewith.

8. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

9. Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

10. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the above Meeting or any adjournment thereof (as the case may be).

11. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

12. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

13. The translation into Chinese language of this notice convening the meeting is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the executive Directors are Mr. Liu Rongsheng, Lord Cao Yunde, Mr. Fan Guocheng and Mr. Chen Liang and independent non-executive Directors are Mr. Pang Pui Hung, Paton, Ms. Li Yuen Fong, Michelle and Ms. Wei Qing.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this announcement misleading.

This announcement will remain on the "Latest Company Announcement" page of the GEM website at http://www.hkgem.com for seven days after the date of publication. This announcement will also be published on the website of the Company at http://www.chinaoceanfishing.hk.