CHINA OILFIELD SERVICES LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Oilfield Services Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in the People's Republic of China as a joint stock limited liability company)
(Stock Code: 2883)
AUDITED FINANCIAL STATEMENTS AND THE REPORT OF THE AUDITOR
FOR THE YEAR 2020
PROPOSED PROFIT DISTRIBUTION PLAN AND ANNUAL DIVIDEND PLAN
FOR THE YEAR 2020
REPORT OF THE DIRECTORS FOR THE YEAR 2020
REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020 PROPOSED APPOINTMENT OF DOMESTIC AND INTERNATIONAL AUDITORS FOR THE YEAR 2021 AND AUTHORISATION TO THE BOARD TO FIX THE REMUNERATION THEREOF
PROPOSED PROVISION OF GUARANTEES FOR SUBSIDIARIES AND
EXTERNAL THIRD PARTIES OF THE COMPANY
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL FOR GENERAL MANDATE TO ISSUE H SHARES
PROPOSAL FOR GENERAL MANDATE TO BUY BACK A SHARES AND
- SHARES AND
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF 2021 FIRST CLASS MEETING OF THE HOLDERS OF H SHARES
A letter from the Board is set out on pages 4 to 16 of this Circular.
Notices convening the Annual General Meeting and the H Shareholders' Class Meeting to be held at Room 311, Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & Technological Development Zone, Sanhe City, Hebei Province, the PRC on Tuesday, 1 June 2021 at 10:00 a.m. and 10:30 a.m., respectively, are set out on pages 20 to 28 of this circular.
Reply slips and forms of proxy for use at the said meetings are enclosed herewith. Shareholders who intend to attend the respective meetings shall complete and return the reply slip in accordance with the instructions printed thereon before Wednesday, 12 May 2021 for the Company to assess whether or not it is necessary to dispatch the Notice of general meeting again.
Shareholders who intend to appoint a proxy to attend the meetings are requested to complete the proxy form in accordance with the instructions printed thereon. The proxy form shall be lodged with the registrar of H Shares of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the relevant meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not prevent you from attending and voting in person at the meeting(s) or any adjournment thereof should you so wish.
14 April 2021
CONTENTS | ||
Pages | ||
Definitions . . . | . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 |
Letter from the Board . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 | |
I. | Introduction . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 |
- Audited Financial Statements and the Report of the Auditor
for the Year 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
- Proposed Profit Distribution Plan and Annual Dividend Plan
for the Year 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
IV. | Report of the Directors for the Year 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
V. | Report of the Supervisory Committee for the Year 2020 . . . . . . . . . . . . . . . . . | 6 |
VI. | Proposed Appointment of Domestic and International Auditors for the | |
Year 2021 and Authorisation to the Board to Fix the Remuneration thereof . . . | 6 | |
VII. | Proposed Provision of Guarantees for Subsidiaries and | |
External Third Parties of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
VIII. | Proposed Appointment of Independent Non-executive Director . . . . . . . . . . . . . | 10 |
IX. | Proposal for General Mandate to Issue H Shares . . . . . . . . . . . . . . . . . . . . . . . | 11 |
X. | Proposal for General Mandate to Buy Back A Shares and H Shares . . . . . . . . . . | 12 |
XI. | The Annual General Meeting and the Class Meetings . . . . . . . . . . . . . . . . . . . | 14 |
XII. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
XIII. | Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
Appendix I | - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 20 | |
Notice of 2021 First Class Meeting of the Holders of H Shares . . . . . . . . . . . . . . . . . . . . . . | 26 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings, unless the context otherwise requires:
"A Shares" | domestic share(s) of nominal value of RMB1.00 each in the capital |
of the Company which are listed on the Shanghai Stock Exchange; | |
"A Share Buy-back Mandate" | the general mandate to exercise the power of the Company to buy |
back A Shares not exceeding 10% of the number of A Shares in | |
issue as at the date of passing the proposed resolution(s) approving | |
the A Share Buy-back Mandate at the Annual General Meeting, the | |
A Shareholders' Class Meeting and the H Shareholders' Class | |
Meeting, details of which are set out in the notice of the Annual | |
General Meeting and the notice of the H Shareholders' Class | |
Meeting; | |
"A Shareholder(s)" | holders of A Share(s); |
"A Shareholders' Class Meeting" | the class meeting of the A Shareholders to be held at Room 311, |
Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & | |
Technological Development Zone, Sanhe City, Hebei Province, the | |
PRC, at 10:15 a.m. on Tuesday, 1 June 2021; | |
"Annual General Meeting" or | the Annual General Meeting of the Company to be held at Room |
"AGM" | 311, Main Building of COSL, 201 Haiyou Avenue, Yanjiao |
Economic & Technological Development Zone, Sanhe City, | |
Hebei Province, the PRC, at 10:00 a.m. on Tuesday, 1 June 2021; | |
"Articles" | the articles of association of the Company, as amended, modified or |
otherwise supplemented from time to time; | |
"Board" | the board of Directors; |
"close associate" | has the meaning ascribed thereto under the Hong Kong Listing |
Rules; | |
"Company" | 中海油田服務股份有限公司 (China Oilfield Services Limited), a |
joint stock company incorporated in the PRC with limited liability, | |
the A-Shares of which are listed on the Shanghai Stock Exchange | |
and the H-Shares of which are listed on the Main Board of the | |
Stock Exchange; | |
"Company Law" | the Company Law of the PRC; |
"CSRC" | China Securities Regulatory Commission; |
"Directors" | the directors of the Company; |
- 1 -
DEFINITIONS | |
"Ernst & Young" | refers collectively to Ernst & Young Hua Ming LLP and Ernst & |
Young, the proposed independent auditors of the Company for the | |
year of 2021; | |
"Group" | the Company together with its subsidiaries; |
"H Share(s)" | overseas listed foreign share(s) of nominal value of RMB1.00 each |
in the share capital of the Company which are listed on the Main | |
Board of the Stock Exchange and subscribed for in HK dollars; | |
"H Share Buy-back Mandate" | the general mandate to exercise the power of the Company to buy |
back H Shares not exceeding 10% of the number of H Shares in | |
issue as at the date of passing the proposed resolution(s) approving | |
the H Share Buy-back Mandate at the Annual General Meeting, the | |
A Shareholders' Class Meeting and the H Shareholders' Class | |
Meeting, details of which are set out in the notice of the Annual | |
General Meeting and the notice of the H Shareholders' Class | |
Meeting; | |
"H Shareholder(s)" | holders of H Share(s); |
"H Shareholders' Class Meeting" | the class meeting of the H Shareholders to be held at Room 311, |
Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & | |
Technological Development Zone, Sanhe City, Hebei Province, the | |
PRC, at 10:30 a.m. on Tuesday, 1 June 2021; | |
"HK dollar(s)" | Hong Kong dollar, the lawful currency of Hong Kong; |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC; |
"Hong Kong Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange; | |
"Latest Practicable Date" | 7 April 2021, being the latest practicable date prior to the printing |
of this circular for ascertaining certain information contained | |
therein; | |
"Mandatory Provisions" | the Mandatory Provisions for the Articles of Association of |
Companies Seeking a Listing outside the PRC; | |
"PRC" | the People's Republic of China; |
"RMB" | Renminbi, the lawful currency of the PRC; |
"SAFE" | State Administration of Foreign Exchange of the PRC; |
- 2 -
DEFINITIONS
"SFO" | Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) as amended from time to time; | |
"Shanghai Listing Rules" | the listing rules of the Shanghai Stock Exchange; |
"Shanghai Stock Exchange" | 上海證券交易所 (Shanghai Stock Exchange); |
"Share(s)" | A Shares and H Shares of the Company; |
"Shareholder(s)" | the holder(s) of the Share(s) of the Company; |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited; |
"Supervisor(s)" | the supervisor(s) of the Company; |
"Supervisory Committee" | the supervisory committee of the Company; |
"Takeovers Code" | the Codes on Takeovers and Mergers and Share Buy-backs; |
"%" | per cent. |
- 3 -
LETTER FROM THE BOARD
(Incorporated in the People's Republic of China as a joint stock limited liability company)
(Stock Code: 2883) | ||
Board of Directors: | Legal address in the PRC: | |
Qi Meisheng (Chairman) | No.1581, Haichuan Road, | |
Zhao Shunqiang | Tanggu Ocean Hi-tech Zone, | |
Xu Yugao* | Binhai Hi-tech | |
Zhao Baoshun* | Development District, | |
Fong Chung, Mark** | Tianjin, The PRC | |
Wong Kwai Huen, Albert** | ||
Lin Boqiang** | Registered Office in Hong Kong: | |
65/F, Bank of China Tower, | ||
* | Non-executive Director | 1 Garden Road, |
** | Independent non-executive Director | Hong Kong |
14 April 2021
To the Shareholders:
Dear Sir or Madam,
AUDITED FINANCIAL STATEMENTS AND THE REPORT OF THE AUDITOR
FOR THE YEAR 2020
PROPOSED PROFIT DISTRIBUTION PLAN AND ANNUAL DIVIDEND PLAN
FOR THE YEAR 2020
REPORT OF THE DIRECTORS FOR THE YEAR 2020
REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020 PROPOSED APPOINTMENT OF DOMESTIC AND INTERNATIONAL AUDITORS FOR THE YEAR 2021 AND AUTHORISATION TO THE BOARD TO FIX THE REMUNERATION THEREOF
PROPOSED PROVISION OF GUARANTEES FOR SUBSIDIARIES AND
EXTERNAL THIRD PARTIES OF THE COMPANY
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL FOR GENERAL MANDATE TO ISSUE H SHARES
PROPOSAL FOR GENERAL MANDATE TO BUY-BACK A SHARES AND
- SHARES AND
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF 2021 FIRST CLASS MEETING OF THE HOLDERS OF H SHARES
- 4 -
LETTER FROM THE BOARD
- INTRODUCTION
The purposes of this circular are to give you notices to the Annual General Meeting and the H Shareholders' Class Meeting and to provide you with information regarding the resolutions relating to (1) the audited financial statements and the report of the auditor for the year 2020, (2) the proposed profit distribution plan and annual dividend plan for the year 2020, (3) the report of the Directors for the year 2020, (4) the report of the supervisory committee for the year 2020, (5) the proposed appointment of domestic and international auditors for the year 2021 and authorisation to the Board to fix the remuneration thereof, (6) the proposed provision of guarantees for subsidiaries and external third parties of the Company,
- the proposed appointment of independent non-executive director, (8) the grant of general mandate to the Board to issue H Shares and (9) the grant of general mandate to the Board to buy-back A Shares and H Shares.
- AUDITED FINANCIAL STATEMENTS AND THE REPORT OF THE AUDITOR FOR THE YEAR 2020
For the main content of the audited financial statements and the report of the auditor for the year 2020, please refer to the relevant parts of the 2020 annual report of the Company.
- PROPOSED PROFIT DISTRIBUTION PLAN AND ANNUAL DIVIDEND PLAN FOR THE YEAR 2020
For the year 2020, the Board of the Company proposed a final dividend of RMB0.17 per share (tax inclusive), totaling about RMB811.2 million. If approved by the general meeting, the final dividends are expected to be paid on or before 30 June 2021.
In order to determine the Shareholders who are entitled to receive the above-mentioned final dividend, the share register of members of the Company will be closed from Thursday, 17 June 2021 to Tuesday, 22 June 2021 (both days inclusive). To be eligible to receive the final dividend (subject to the approval of the Shareholders of the Company) for the year ended 31 December 2020, unregistered holders of H shares of the Company shall lodge relevant share transfer documents with the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 16 June 2021.
IV. REPORT OF THE DIRECTORS FOR THE YEAR 2020
For the main content of the report of the Directors for the year 2020, please refer to the relevant parts of the 2020 annual report of the Company.
This resolution was considered and passed at the Board meeting on 24 March 2021, and is now proposed to the AGM by way of ordinary resolution for consideration and approval.
- 5 -
LETTER FROM THE BOARD
- REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020
For the main content of the report of the Supervisory Committee for the year 2020, please refer to the relevant parts of the 2020 annual report of the Company.
This resolution was considered and passed at the meeting of the Supervisory Committee on 24 March 2021, and is now proposed to the AGM by way of ordinary resolution for consideration and approval.
VI. PROPOSED APPOINTMENT OF DOMESTIC AND INTERNATIONAL AUDITORS FOR
THE YEAR 2021 AND AUTHORISATION TO THE BOARD TO FIX THE REMUNERATION
THEREOF
According to the "Notice on Issues Concerning Auditing Financial Statements of Central Enterprises by Accounting Firms" (Cai Kuai [2011] No. 24), the period for accounting firms to continuously undertake the audit of financial statements of a central enterprise must comply with certain term limits. In this regard, Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu (collectively referred to as "Deloitte") will retire as independent auditors of the Company. In this regard, the Company has communicated with Deloitte in advance, and Deloitte has no objection to this. The Company and Deloitte confirmed that there is no disagreement between the Company and Deloitte, and there is no event related to Deloitte's retirement that need to be brought to attention of the shareholders of the Company.
The Board propose to the AGM to appoint Ernst & Young Hua Ming LLP and Ernst & Young as the domestic and international auditors of the Company for the year 2021, and the estimated service cost is approximately RMB11.91 million, with a term from the conclusion of the AGM to the conclusion of the next annual general meeting, and at the same time, to authorise the Board to fix the remuneration of the auditors.
VII. PROPOSED PROVISION OF GUARANTEES FOR SUBSIDIARIES AND EXTERNAL
THIRD PARTIES OF THE COMPANY
In order to meet the demand of market development and daily operation, on 24 March 2021, the Board considered and approved the proposal of providing guarantee for subsidiaries and external third parties of the Company, including:
Financial guarantee: the Company agreed that the wholly-owned subsidiaries and the non-wholly owned subsidiaries which the Company has the beneficial control may use part of its facility quota, for issuing the bank guarantee and letters of credit, bidding, performing contracts and other daily operation such as payment. The Company will bear the joint liability with the wholly-owned subsidiaries and the non- wholly owned subsidiaries which the Company has the beneficial control when these subsidiaries obtain independent bank credit. And the maximum amount of joint liability undertaken by the Company shall not exceed RMB4 billion or equivalent. The respective guarantee amount for each subsidiary will be decided by the Company according to their operation needs.
Performance guarantee: The Company agreed to provide the performance guarantee when its wholly- owned subsidiaries and non-wholly owned subsidiaries which the company has the beneficial control engage in the marketing of oil field service, bidding activities, procurement business and signing of the contract.
- 6 -
LETTER FROM THE BOARD
The Company will perform the contracts when its wholly-owned subsidiaries and non-wholly owned subsidiaries which the company has the beneficial control fail to perform. The maximum guarantee amount of the joint liability incurred by the Company during the guarantee period shall not exceed RMB15 billion. The respective guarantee amount for each subsidiary will be decided by the Company according to their operation needs.
Third party performance guarantee: The Company agreed to provide to third party companies (cooperative partners) the performance guarantee when its wholly-owned subsidiaries and non-wholly owned subsidiaries which the company has the beneficial control engage in the marketing of oil field service and bidding activities, and signing of the operation contract. The Company will perform the contracts when above companies and third party companies (cooperative partners) fail to perform. The maximum guarantee amount of the joint liability incurred by the Company during the guarantee period shall not exceed RMB800 million. The respective guarantee amount for each subsidiary will be decided by the Company according to the operation needs of third party companies (cooperative partners).
The Board propose to seek authorization from the 2020 AGM of the Company and subsequently delegate such authority to the management to apply the amount of guarantee to guarantees (within the amount of guarantee and the scope of specified guaranteed parties (excluding third party companies) as approved by the AGM) other than the above-mentioned financial guarantee and performance guarantee, including but not limited to the financing guarantee and other guarantees related to operation activities, in accordance with relevant regulatory provisions and the Company's internal control system.
Guaranteed period: starts from the approval time at the 2020 AGM and ends on the conclusion of 2021 annual general meeting.
The Company will determine the type and amount of guarantees to be applied to the guaranteed party according to its shareholding structure at the time of actual provision of the guarantees. If the Company has new wholly-owned subsidiaries or non-wholly owned subsidiaries with actual control rights, it may apply the amount of guarantee to the new wholly-owned subsidiaries or non-wholly owned subsidiaries with actual control rights within the above-mentioned total amount of guarantee.
Pursuant to the Shanghai Listing Rules, the below guarantees shall be submitted to the shareholders' general meeting after the approval of Board of Directors: (1) any guarantee incurred after the total amount of the external guarantee exceeds 50% of the latest audited net assets of the Company; (2) a single guarantee amount exceeds 10% of the latest audited net assets of the Company; and (3) the guarantee provided to anyone with an asset-liability ratio above 70%. The total amount of external guarantee after providing this guarantee (if approved by the AGM) is RMB37.27 billion, which exceeds 50% of the latest audited net assets of the Company (RMB38.69 billion). The amount of this guarantee is RMB19.8 billion, exceeding 10% of the latest audited net assets of the Company, and some of the subsidiaries guaranteed by the Company hold an asset-liability ratio above 70%. Therefore, this guarantee shall be submitted to the 2020 AGM for approval. If approved, this guarantee will be valid from the approval time of the 2020 AGM to the conclusion of the 2021 annual general meeting.
- 7 -
LETTER FROM THE BOARD
Pursuant to the Hong Kong Listing Rules, the performance guarantee provided by the Company to third party companies (cooperative partners) may constitute discloseable transactions under Chapter 14 of the Hong Kong Listing Rules. The Company will comply with the procedures accordingly as required under Chapter 14 of the Hong Kong Listing Rules.
The guarantees are wholly-owned subsidiaries of the Company and non-wholly owned subsidiaries which the Company has the beneficial control, and third party companies (cooperative partners), whose basic information are as follows:
- COSL SINGAPORE LIMITED
- COSL OIL-TECH (SINGAPORE) LTD.
- COSL DRILLING SINGAPORE PTE. LTD.
- COSL DRILLING PAN-PACIFIC LTD.
- COSL DRILLING STRIKE PTE.LTD.
- COSL PROSPECTOR PTE. LTD.
- COSL CONFIDENCE PTE. LTD.
- COSL PIONEER PTE. LTD.
- COSL INNOVATOR PTE. LTD.
- COSL PROMOTER PTE. LTD
- COSL STRIKE PTE. LTD.
- COSL Superior Ltd.
- COSL Boss Ltd.
- COSL Seeker Ltd.
- COSL Craft Ltd.
- COSL Force Ltd.
- PT. COSL INDO
- PT. COSL DRILLING INDO
- PT. SAMUDRA TIMUR SANTOSA
- 8 -
LETTER FROM THE BOARD
- COSL (Labuan) Company Limited
- COSL DRILLING PAN-PACIFIC (MALAYSIA) SDN. BHD.
- COSL Drilling Pan-Pacific (Labuan) Ltd
- MYANMAR COSL LIMITED
- COSL (AUSTRALIA) PTY. LTD.
- COSL Middle East FZE
- COSL DRILLING SAUDI LTD
- Far East Oilfield Services Limited Liability Company
- COSL Offshore Management AS
- COSL Drilling Europe AS
- COSL Norwegian AS
- COSL Offshore Crew AS
- COSL Oil & Gas AS
- COSL America Inc.
- COSL CANADA LTD.
- COSL MEXICO, S.A. DE C.V.
- CAIM SERVICES, S.A. DE C.V.
- COSL DRILLING BRASIL LTDA
- COSL Uganda SMC LTD
- Pioneer Human Resources Services Limited Liability Company
- COSL (MALAYSIA) SDN. BHD.
- OCEANCARE CORPORATION SDN. BHD.
An ordinary resolution will be proposed at the AGM to approve the provision of guarantees for subsidiaries and external third parties of the Company as at the date of passing of the resolution.
- 9 -
LETTER FROM THE BOARD
VIII. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Fong Chung, Mark, the independent non-executive director of the Company, will resign at the 2020 AGM for expiration of six years. Therefore, the Board proposes to appoint Ms. Chiu Lai Kuen, Susanna as an independent non-executive director of the Company to fill in the vacancy to be left open by the planned resignation of Mr. Fong Chung, Mark. If the AGM approves the above nomination, Ms. Chiu Lai Kuen, Susanna's term of office will be three years, and she will serve as the chairwoman of the audit committee of the Company, the member of the remuneration and assessment committee of the Company.
BACKGROUND OF MS. CHIU LAI KUEN, SUSANNA
Ms. Chiu Lai Kuen, Susanna, MH, JP
Ms. Chiu Lai Kuen, Susanna, Hong Kong, China, born in 1960, MH, JP. Ms. Chiu graduated from the University of Sheffield (United Kingdom) with First-Class Honours in Economics, and obtained an EMBA degree in business administration from the Chinese University of Hong Kong. Ms. Chiu is a Hong Kong certified public accountant, a Chinese certified public accountant, a qualified Chartered Accountant from England and a Certified Information System Auditor. She is a current member of the Chinese People's Political Consultative Conference (CPPCC) of Shanghai, an expert on government accounting standards at the Ministry of Finance, a director of the China Overseas Friendship Association, an executive member of the Guangdong Women's Federation, and current Council Treasurer of the Education University of Hong Kong. Ms. Chiu served as the president of the Information Systems Audit and Control Association (China Hong Kong Chapter) from 2001 to 2006. She served as the President of the Hong Kong Institute of Certified Public Accountants in 2013. She has been a member of Women's Commission under the Hong Kong Government since January 2017. She has also served as a member of the Equal Opportunities Commission and the Energy Advisory Committee respectively from 2009 to 2018.
Ms. Chiu has served as an executive director of Bonjour Holdings Limited since December 2020. From 2006 to 2019, she successively served as Senior Vice President, Eastern China Chief Representative, and Consultant under the Fung Group (a Hong Kong listed company). From 2000 to 2005, she served as the Chief Operating Officer of DVN (Holdings) Limited (currently known as Frontier Services Group Limited, stock code: 0500), a company listed on the Hong Kong Stock Exchange. Before 2000, she served as senior project manager (Greater China) of Caltex Hong Kong Ltd. Ms. Chiu served as an independent non- executive director of Huijing Holdings Company Limited (stock code: 9968), Huali University Group Limited (stock code: 1756) and Kato (Hong Kong) Holdings Limited (stock code: 2189), which are listed on the Hong Kong Stock Exchange. She also served as an independent non-executive director of Songz Automobile Air Conditioning Co., Ltd. (stock code: 002454), a Shenzhen A-share listed company. Since 2018, she has served as an independent non-executive director of Nanyang Commercial Bank Limited.
Ms. Chiu was awarded the Medal of Honour by the Hong Kong Government in 2013, the "Outstanding Women Professionals" Award in 2014, the "Distinguished Alumni" Award from the University of Sheffield (United Kingdom), and the "Outstanding Business Woman" by Hong Kong Commercial Daily in 2017. Ms. Chiu was awarded the "Justice of Peace" by the Hong Kong Government in 2017 and the "Justice of Peace NT" in 2018.
- 10 -
LETTER FROM THE BOARD
Save as disclosed above, Ms. Chiu has not held any directorship in other listed companies in the past three years, and has not held any positions in the Company or its subsidiaries.
Save as disclosed above, Ms. Chiu has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Ms. Chiu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
Subject to the approval at the 2020 AGM, Ms. Chiu will enter into a service contract with the Company for a term of three years, and can be re-elected at the Company's general meeting. Ms. Chiu will receive a director's fee and remuneration of RMB400,000 per annum (before tax) for her directorship in the Company, which was determined by reference to her duties and responsibilities with the Company.
Save for disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and the Company is not aware of any other matters that need to be brought to attention of shareholders of the Company.
The nomination is proposed by the Board in accordance with the provisions of the Company's articles of association and in consideration of the candidates' past experience, skill background, knowledge, experience, independence and specific needs of the Company, and have been initially reviewed by the nomination committee of the Board and considered by the Board. Such nomination will be proposed to the general meeting for election and determination. Ms. Chiu Lai Kuen, Susanna has extensive experience in accounting, business management and operation, and energy consulting. The appointment of Ms. Chiu as an independent non-executive director of the Company enables the maintenance of board diversity of the Company, which will continue to contribute extensive internal control & audit and corporate governance expertise and experience to the Board, optimize the structure of the Board, guide the Company to further strengthen its compliance management and promote the Board to better supervise the Company's promotion and implementation of its development strategic planning.
IX. PROPOSAL GENERAL MANDATE TO ISSUE H SHARES
At the Annual General Meeting, a special resolution will be proposed to the Shareholders to grant to the Directors a general and unconditional mandate to allot, issue and deal in further H Shares representing up to 20% of the total number of H Shares in issue as at the date of the passing of the resolution. Based on 1,811,124,000 H Shares in issue as at the Latest Practicable Date and assuming there is no change to the number of issued H Shares prior to the date of the Annual General Meeting, the Directors will be authorised to issue a maximum of 362,224,800 H Shares pursuant to the new general mandate, representing a maximum of 20% of the total number of H Shares in issue or a maximum of approximately 7.59% of the entire issued share capital of the Company. The allotment and issue of further H Shares is subject to the approval of the CSRC and other regulatory authorities of the PRC. The Shareholders have granted a general mandate to the Directors to issue H Shares at the annual general meeting of the Company held on 28 May 2020. The Company did not issue any H Shares pursuant to such general mandate granted and the general mandate will lapse after the conclusion of the Annual General Meeting. The Company proposes to renew the general mandate at the Annual General Meeting so as to give the Directors the flexibility to issue further H Shares.
- 11 -
LETTER FROM THE BOARD
The Directors believe that it is in the best interests of the Company and the Shareholders to grant a general authority to the Board to issue further H Shares. Whilst it is not possible to anticipate in advance any specific circumstances in which the Board might think it appropriate to issue further H Shares, the ability to do so would give them the flexibility to capture the opportunity if it so arises.
- PROPOSAL FOR GENERAL MANDATE TO BUY BACK A SHARES AND H SHARES
- A Share Buy-back Mandate
The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not buy back its shares unless such buy back is effected for the purpose of (a) reducing its registered share capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; (d) the buy back is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division; (e) utilising the shares for conversion of corporate bonds which are convertible into shares issued by the Company; or (f) where it is necessary for safeguarding the value of the Company and the interests of its shareholders. The Mandatory Provisions, which the Company has incorporated in its Articles, provides that subject to obtaining the approval of the relevant regulatory authorities and compliance with its articles of association, share buy backs may be effected by a joint stock limited company listed outside the PRC for the purpose of reducing its share capital or in connection with a merger between itself and another entity that holds its shares or in circumstances permitted by law or administrative regulations.
PRC laws and regulations and the Shanghai Listing Rules permit shareholders of a PRC joint stock limited company to grant a general mandate to the Directors to buy back the A shares of such company that are listed on the Shanghai Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders in general meeting and special resolutions passed by holders of domestic shares and overseas listed foreign shares in separate class meetings.
A special resolution will be proposed at the Annual General Meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting to grant to the Board the A Share Buy-back Mandate and H Share Buy-back Mandate, details of which will be set out in the notice of the Annual General Meeting and the notice of the H Shareholders' Class Meeting. The A Shares which may be bought back pursuant to the A Share Buy-back Mandate shall not exceed 10% of the total number of A Shares of the Company in issue as at the date of passing of the resolution(s) approving the A Share Buy-back Mandate.
The Company would like to draw the Shareholders' attention to the fact that, even if the A Share Buy-back Mandate is approved at the Annual General Meeting, the A Shareholders' Class Meeting and H Shareholders' Class Meeting, in the case of buy back of A Shares to be canceled to reduce the registered capital, the Company will still be required, under applicable PRC laws and regulations and the Shanghai Listing Rules, to seek additional, specific and prior approval from its Shareholders in general meeting by way of special resolution(s) for each buy back of A Shares and to provide further information and details of such buy back of A Shares in accordance with the requirements under applicable PRC laws and regulations and the Shanghai Listing Rules. The
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LETTER FROM THE BOARD
Company will at all times comply fully with all applicable PRC laws and regulations and the Shanghai Listing Rules and will seek additional, specific and prior approval from its Shareholders in general meeting by way of special resolution(s) for each buy back of A Shares.
- H Share Buy-back Mandate
The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not buy back its shares unless such buy back is effected for the purpose of (a) reducing its registered share capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; (d) the buy back is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division; (e) utilising the shares for conversion of corporate bonds which are convertible into shares issued by the Company; or (f) where it is necessary for safeguarding the value of the Company and the interests of its shareholders. The Mandatory Provisions, which the Company has incorporated in its Articles, provides that subject to obtaining the approval of the relevant regulatory authorities and compliance with its articles of association, share buy backs may be effected by a joint stock limited company listed outside the PRC for the purpose of reducing its share capital or in connection with a merger between itself and another entity that holds its shares or in circumstances permitted by law or administrative regulations.
PRC laws and regulations and the Hong Kong Listing Rules permit shareholders of a PRC joint stock limited company to grant a general mandate to the Directors to buy back H shares of such company that are listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders in general meeting and special resolutions passed by holders of domestic shares and overseas listed foreign shares in separate class meetings.
As the H Shares are traded on the Stock Exchange in Hong Kong dollars and the price payable by the Company upon any buy back of H Shares will, therefore, be paid in Hong Kong dollars, the approval of the Beijing Administrative Office of SAFE will be required for the Company to exchange and remit such amount of Hong Kong dollars to effect the buy back. Besides, the Company shall also carry out filings with the CSRC after the Company has bought back its Shares.
Accordingly, approval is being sought from the Shareholders for a general mandate to buy back H Shares in issue. In accordance with the legal and regulatory requirements described herein, the Directors will convene the Annual General Meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. A special resolution will be proposed at the Annual General Meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting to grant to the Directors the A Share Buy-back Mandate and H Share Buy-back Mandate, details of which will be set out in the notice of the Annual General Meeting and the notice of the H Shareholders' Class Meeting. The H Shares which may be bought back pursuant to the H Share Buy-back Mandate shall not exceed 10% of the total number of H Shares of the Company in issue as at the date of passing of the resolution(s) approving the H Share Buy-back Mandate.
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LETTER FROM THE BOARD
- General
Both the A Share Buy-back Mandate and the H Share Buy-back Mandate would expire on the earlier of (a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution(s) at the Annual General Meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting; (b) the expiration of a period of twelve months following the passing of the relevant special resolution(s) at the Annual General Meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting; or (c) the date on which the authority conferred by the relevant special resolution(s) is revoked or varied by a special resolution of the Shareholders at a general meeting or by H Shareholders or A Shareholders at their respective class meetings.
In accordance with the requirements of the Articles applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution for the reduction of the registered capital of the Company within 10 days after the passing of such resolution and also by way of the publication on a newspaper within 30 days after the passing of the resolution. Creditors then have a period of up to 30 days after the Company's written notification or if no such notification has been received, up to 45 days after the publication of the press announcement to require the Company to repay amounts due to them or to provide guarantees in respect of such amounts.
An explanatory statement giving certain information regarding the H Share Buy-back Mandate is set out in Appendix I to this circular.
XI. THE ANNUAL GENERAL MEETING AND THE CLASS MEETINGS
Notices convening the Annual General Meeting and the H Shareholders' Class Meeting to be held at Room 311, Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & Technological Development Zone, Sanhe City, Hebei Province, the PRC on Thursday, 1 June 2021 at 10:00 a.m. and 10:30 a.m., respectively, are set out on pages 20 to 28 of this circular.
Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting will be voted by poll.
For the purpose of determining the entitlement for attendance and voting at the AGM and the H Shareholders' Class Meeting, the H Shares register of members of the Company will be closed from Thursday, 13 May 2021 to Tuesday, 1 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to attend and vote at the Annual General Meeting and the H Shareholders' Class Meeting, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, 12 May 2021. Holders of A Shares should contact the secretary of the Board for details concerning registration of transfers of A Shares.
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LETTER FROM THE BOARD
For the purpose of determining entitlement for the final dividend for the year ended 31 December 2020, the H Shares register of members of the Company will be closed from Thursday, 17 June 2021 to Tuesday, 22 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be entitled for the final dividend for the year ended 31 December 2020, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, 16 June 2021. Holders of A Shares should contact the secretary of the Board for details concerning registration of transfers of A Shares.
Shareholders of the Company is entitled to attend and vote at the Annual General Meeting by himself or by proxy, if a proxy is appointed to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions set out therein and return it to the planning and finance department at the Company's principal place of business in the PRC (for holders of the A Shares) and at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible but in any event, not less than 24 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.
XII. RECOMMENDATION
The Directors consider that (1) the audited financial statements and the report of the auditor for the year 2020, (2) the proposed profit distribution plan and annual dividend plan for the year 2020, (3) the report of the Directors for the year 2020, (4) the report of the Supervisory Committee for the year 2020, (5) the proposed appointment of domestic and international auditors for the year 2021 and authorisation to the board to fix the remuneration thereof, (6) the proposed provision of guarantees for subsidiaries and external third parties of the Company, (7) the proposed appointment of independent non-executive director, (8) the grant of general mandate to the board to issue H Shares and (9) the grant of general mandate to the board to buy-back A Shares and H Shares, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
XIII. RESPONSIBILITY STATEMENT
This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purposes of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that
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LETTER FROM THE BOARD
to the best of their knowledge and belief the information contained in this document 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 herein or this document misleading.
Yours faithfully
For and on behalf of
China Oilfield Services Limited
Wu Yanyan
Company Secretary
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APPENDIX I | EXPLANATORY STATEMENT |
In accordance with the Hong Kong Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution(s) to be proposed at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting for the grant of the H Share Buy-back Mandate to the Directors.
H SHARE BUY BACK MANDATE
Reasons for Buying back H Shares
The Directors believe that the flexibility afforded by the H Share Buy-back Mandate would be beneficial to and in the best interest of the Company and its Shareholders. Such buy backs may, depending on market conditions and funding arrangements at such time, lead to an enhancement of the net asset value per share and/or earnings per share of the Company. Such buy backs will only be made when the Directors believe that such buy backs will benefit the Company and its Shareholders.
Registered Capital
As at the Latest Practicable Date, the registered capital of the Company was RMB4,771,592,000 comprising 1,811,124,000 H Shares of RMB1.00 each and 2,960,468,000 A Shares of RMB1.00 each.
Exercise of the H Share Buy-back Mandate
Subject to the passing of the relevant special resolution(s) set out in the notice of Annual General Meeting, the special resolution(s) approving the grant to the Board of the H Share Buy-back Mandate in the A Shareholders' Class Meeting and H Shareholders' Class Meeting respectively, the Board will be granted the H Share Buy-back Mandate until the earlier of: (a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution(s) at the Annual General Meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting; (b) the expiration of a period of twelve months following the passing of the relevant special resolution(s) at the Annual General Meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting; or (c) the date on which the authority conferred by the relevant special resolution(s) is revoked or varied by a special resolution of the Shareholders at a general meeting or by H Shareholders or A Shareholders at their respective class meetings ("Relevant Period"). The exercise of the H Share Buy-back Mandate is subject to relevant approval(s) of and/or filings with SAFE and/or any other regulatory authorities as required by the laws, rules and regulations of the PRC being obtained and/or carried out.
The exercise in full of the H Share Buy-back Mandate (on the basis of 1,811,124,000 H Shares in issue as at the Latest Practicable Date and there is no change to the number of issued H Shares prior to the date of the Annual General Meeting, the A Shareholders' Class Meeting and H Shareholders' Class Meeting) would result in a maximum of 181,112,400 H Shares being bought back by the Company during the Relevant Period, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolution(s).
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APPENDIX I | EXPLANATORY STATEMENT |
Funding of Buy Backs
In buying back its H Share, the Company intends to apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles and the applicable laws, rules and regulations of the PRC.
The Company is empowered by its Articles to buy back its H Shares. Any buy backs by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for such purpose. Under PRC laws, H Shares so bought back will be treated as cancelled and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled. The Company may not buy back securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
GENERAL
The Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the H Share Buy-back Mandate is to be exercised in full at any time during the proposed buy back period (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2020). However, the Directors do not propose to exercise the H Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company. The number of H Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regarded to the circumstances then prevailing, in the best interests of the Company.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy backs under the H Share Buy-back Mandate in accordance with the Hong Kong Listing Rules, the Articles and the applicable laws, rules and regulations of the PRC.
H SHARES PRICES
The highest and lowest prices at which the H Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
Date | Highest | Lowest |
HK$ | HK$ | |
2020 | ||
April | 6.58 | 5.69 |
May | 7.16 | 6.17 |
June | 8.57 | 6.79 |
July | 7.44 | 6.03 |
August | 6.60 | 6.06 |
September | 6.12 | 5.09 |
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APPENDIX I | EXPLANATORY STATEMENT | |
Date | Highest | Lowest |
HK$ | HK$ | |
October | 5.80 | 4.66 |
November | 7.01 | 4.61 |
December | 6.63 | 5.63 |
2021 | ||
January | 9.40 | 6.57 |
February | 10.94 | 8.90 |
March | 8.97 | 7.51 |
April (up to the Latest Practicable Date) | 8.11 | 8.11 |
H SHARE BOUGHT BACK BY THE COMPANY
No buy back of H Shares has been made by the Company in the previous six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
DISCLOSURE OF INTERESTS
If as a result of a share buy back by the Company, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obligated to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
The Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any buy backs to be made under the H Share Buy-back Mandate. Moreover, the Directors will not make share buy back on the Stock Exchange if such buy back would result in the requirements under Rule 8.08 of the Hong Kong Listing Rules not being complied with.
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates presently intends to sell H Shares to the Company under the H Share Buy-back Mandate in the event that the H Share Buy-back Mandate is approved by the Shareholders and the conditions (if any) to which the H Share Buy-back Mandate is subject are fulfilled.
The Company has not been notified by any core connected persons (as defined in the Hong Kong Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the H Share Buy-back Mandate is approved by its Shareholders and the conditions (if any) to which the H Share Buy-back Mandate is subject are fulfilled.
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NOTICE OF ANNUAL GENERAL MEETING
(Incorporated in the People's Republic of China as a joint stock limited liability company)
(Stock Code: 2883)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of China Oilfield Services Limited (the "Company") will be held at Room 311, Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & Technological Development Zone, Sanhe City, Hebei Province, the PRC, on Tuesday, 1 June 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:
AS ORDINARY RESOLUTIONS
- To consider and approve the audited financial statements and the report of the auditor for the year ended 31 December 2020.
- To consider and approve the proposed profit distribution plan and annual dividend plan for the year ended 31 December 2020.
- To consider and approve the report of the directors of the Company for the year ended 31 December 2020.
- To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2020.
- To appoint Ernst & Young Hua Ming LLP and Ernst & Young as the domestic and international auditors of the Company for the year 2021 and authorisation to the board of directors (the "Board") to fix the remuneration thereof.
- To consider and approve the provision of guarantees by the Company for subsidiaries and external third parties of the Company.
- To consider and approve the appointment of Ms. Chiu Lai Kuen, Susanna as an independent non-executive director of the Company.
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NOTICE OF ANNUAL GENERAL MEETING
AS SPECIAL RESOLUTIONS
8. To consider and, if thought fit, to pass the following resolutions:
- approve a general mandate to the Board to, by reference to market conditions and in accordance with needs of the Company, issue allot, overseas-listed foreign invested shares (H shares) not exceeding 20% of the total number of H shares in issue at the time of passing this resolution at the annual general meeting.
- subject to compliance with applicable laws and regulations and rules of the relevant securities exchange, the board of directors be authorised to (including but not limited to the following):
- determine the issuance price, time of issuance, period of issuance, number of shares to be issued, allottees and use of proceeds, and whether to issue shares to existing shareholders;
- engage the services of professional advisers for share issuance related matters, and to approve and execute all acts, deeds, documents or other matters necessary, appropriate or required for share issuance;
- approve and execute documents related to share issuance for submission to regulatory authorities, and to carry out relevant approval procedures;
- after share issuance, make corresponding amendments to the articles of association of the Company relating to share capital and shareholdings etc, and to carry out relevant registrations and filings.
The above general mandate will expire on the earlier of ("Relevant Period"):
- the conclusion of the annual general meeting of the Company for 2021;
- the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2020; or
- the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, except where the board of directors has resolved to issue H shares during the Relevant Period and the issue of shares is to be continued or implemented after the Relevant Period.
9. To consider and, if thought fit, to approve the following general mandate to buy back domestic shares (A shares) and overseas-listed foreign invested shares (H shares):
- approve a general mandate to the board of directors to, by reference to market conditions and in accordance with needs of the Company, to buy back domestic shares (A shares) not exceeding 10% of the total number of domestic shares (A shares) in issue
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NOTICE OF ANNUAL GENERAL MEETING
at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders. Pursuant to PRC laws and regulations, in the case of buy back of A shares to be canceled to reduce the registered capital, the Board of the Company will seek further approval from its shareholders in general meeting for each buy back of domestic shares (A shares) even where the general mandate is granted, but will not be required to seek shareholders' approval at class meetings of domestic share (A share) shareholders or overseas-listed foreign invested share (H share) shareholders.
- approve a general mandate to the board of directors to, by reference to market conditions and in accordance with needs of the Company, to buy back overseas-listed foreign invested shares (H shares) not exceeding 10% of the total number of overseas- listed foreign invested shares (H shares) in issue at the time when this resolution is passed at the annual general meeting and the relevant resolutions are passed at class meetings of shareholders.
- the board of directors be authorised to (including but not limited to the following):
- determine time of buy back, period of buy back, buy back price and number of shares to buy back, etc;
- notify creditors and issue announcements;
- open overseas share accounts and to carry out related change of foreign exchange registration procedures;
- carry out relevant approval procedures and to carry out filings with the China Securities Regulatory Commission; and
- carry out cancelation procedures for buy back shares, make corresponding amendments to the Articles of Association of the Company relating to share capital and shareholdings etc, carry out modification registrations, and to deal with any other documents and matters related to share buyback.
The above general mandate will expire on the earlier of ("Relevant Period"):
- the conclusion of the annual general meeting of the Company for 2021;
- the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2020, the first A Shareholders' Class Meeting in 2021 and the first H Shareholders' Class Meeting in 2021; or
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NOTICE OF ANNUAL GENERAL MEETING
- the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at a class meeting of domestic share (A share) shareholders or a class meeting of overseas-listed foreign invested share (H share) shareholders,
except where the board of directors has resolved to buy back domestic shares (A shares) or overseas-listed foreign invested shares (H shares) during the Relevant Period and the share buy back is to be continued or implemented after the Relevant Period.
By Order of the Board of
China Oilfield Services Limited
Wu Yanyan
Company Secretary
14 April 2021
As at the date of this announcement, the executive directors of the Company are Messrs. Qi Meisheng (Chairman) and Zhao Shunqiang; the non-executive directors of the Company are Messrs. Xu Yugao and Zhao Baoshun; and the independent non-executive directors of the Company are Messrs. Fong Chung, Mark, Wong Kwai Huen, Albert and Lin Boqiang.
Notes:
- All resolutions at the meeting will be taken by poll pursuant to the Hong Kong Listing Rules and the results of the poll will be published on the Stock Exchange's and the Company's websites in accordance to the Hong Kong Listing Rules.
- Holders of the Company's overseas listed foreign invested shares (H Shares) whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited on 13 May 2021 (Thursday) are entitled to attend and vote at the AGM.
-
The Company adopts the cumulative voting method to elect directors and supervisors at the general meetings.
Cumulative voting method
When adopting the cumulative voting method for electing the independent non-executive director as proposed in Resolution 7, each of the shares held by a shareholder shall carry the same number of votes corresponding to the number of directors to be elected. A shareholder may exercise his voting rights by splitting his votes evenly for each of the candidates of directors corresponding to the number of shares he holds; or by casting all his votes carried by each of his shares corresponding to the number of directors to be elected for a particular candidate of directors; or by casting a portion of his votes carried by each of his shares corresponding to the number of directors to be elected for a certain number of candidates of directors.
For example: under the cumulative voting method, the maximum valid votes that a shareholder is entitled to cast are calculated on the basis of the total number of shares held by such shareholder times the number of directors to be elected (2 persons). If such shareholder holds 100 shares, then the maximum valid votes he can cast = 100 (the number of shares held by him) x 2 = 200. The shareholder could use his discretion to cast 200 votes evenly among 2 candidates, or to place all his votes on one particular candidate, or to split his votes to 2 candidates.
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NOTICE OF ANNUAL GENERAL MEETING
Where the total number of votes cast by a shareholder for one or several of the candidate(s) of directors is in excess of the number of votes carried by the total number of shares held by him, the votes cast by the shareholder shall be invalid, and the shareholder shall be deemed to have waived his voting rights. Where the total number of votes cast for one or several candidate(s) of directors by a shareholder is less than the number of votes carried by the total number of shares held by such shareholder, the votes cast by the shareholder shall be valid, and the voting rights attached to the shortfall between the votes actually cast and the votes which the shareholder is entitled to cast shall be deemed to have been waived by the shareholder.
The candidate is elected when the obtained exceed half of the number of shares (on the basis of non-cumulative number of shares) held by the shareholders (including their proxies) attending this general meeting.
- H shareholders who intend to attend the AGM must complete and return the reply slip for attending the AGM to the Company's Hong Kong registered office by facsimile or post no later than 12 May 2021 (Wednesday):
Address: 65/F., Bank of China Tower
1 Garden Road, Hong Kong
Tel: (852) 2213 2515
Fax: (852) 2525 9322
- Each shareholder of the Company who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the AGM. Where a shareholder has appointed more than one proxy to attend the AGM, such proxies may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorised. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be certified by a notary public. For holders of H Shares, the power of attorney or other documents of authorisation and proxy forms must be delivered to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by post or facsimile, no less than 24 hours before the time appointed for the holding of the AGM in order for such documents to be valid. For holders of A Shares, the above-mentioned documents must be delivered to the planning and finance department of the Company before the above-mentioned time.
- Holders of H Shares whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited and holders of A Shares whose name appear on the Company's register of members maintained by Shanghai branch of China Securities Depository & Clearing Corporation Limited after office hour on 13 May 2021 are entitled to attend the AGM. The Company's register of members will be closed from 13 May 2021 (Thursday) to 1 June 2021 (Tuesday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the AGM must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4:30 p.m. on 12 May 2021 (Wednesday) for completion of the registration of the relevant transfer in accordance with the Articles of Association of the Company.
Computershare Hong Kong Investor Services Limited's address is as follows:
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East Wanchai Hong Kong - Shareholders or their proxies must present proof of their identities upon attending the AGM. Should a proxy be appointed, the proxy must also present copies of his/her form of proxy, or copies of appointing instrument and power of attorney, if applicable.
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NOTICE OF ANNUAL GENERAL MEETING
- The AGM is expected to last not more than one day. Shareholders or proxies attending the AGM are responsible for their own transportation and accommodation expenses.
- For the purpose of determining entitlement for the final dividend for the year ended 31 December 2020, the H Shares register of members of the Company will be closed from Thursday, 17 June 2021 to Tuesday, 22 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be entitled for the final dividend for the year ended 31 December 2020, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, 16 June 2021. Holders of A Shares should contact the secretary of the Board for details concerning registration of transfers of A Shares.
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NOTICE OF 2021 FIRST CLASS MEETING OF THE HOLDERS OF H SHARES
(Incorporated in the People's Republic of China as a joint stock limited liability company)
(Stock Code: 2883)
NOTICE OF 2021 FIRST CLASS MEETING OF
THE HOLDERS OF H SHARES
NOTICE IS HEREBY GIVEN that a class meeting of the holders of H Shares (the "H Shareholders' Class Meeting") of China Oilfield Services Limited (the "Company") will be held at Room 311, Main Building of COSL, 201 Haiyou Avenue, Yanjiao Economic & Technological Development Zone, Sanhe City, Hebei Province, China, at 10:30 a.m. Tuesday, 1 June 2021 for the purpose of considering and, if thought fit, passing the following resolutions:
AS SPECIAL RESOLUTION
To consider and, if thought fit, to approve the following general mandate to buy back domestic shares (A shares) and overseas-listed foreign invested shares (H shares):
- approve a general mandate to the board of directors to, by reference to market conditions and in accordance with needs of the Company, buy back domestic shares (A shares) not exceeding 10% of the total number of domestic shares (A shares) in issue at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders. Pursuant to PRC laws and regulations, in the case of buy back of A shares to be canceled to reduce the registered capital, the Board of the Company will seek further approval from its shareholders in general meeting for each buy back of domestic shares (A shares) even where the general mandate is granted, but will not be required to seek shareholders' approval at class meetings of domestic share (A share) shareholders or overseas-listed foreign invested share (H share) shareholders.
- approve a general mandate to the board of directors to, by reference to market conditions and in accordance with needs of the Company, buy back overseas-listed foreign invested shares (H shares) not exceeding 10% of the total number of overseas-listed foreign invested shares (H shares) in issue at the time when this resolution is passed at the annual general meeting and the relevant resolutions are passed at class meetings of shareholders.
- the board of directors be authorised to (including but not limited to the following):
- determine time of buy back, period of buy back, buy back price and number of shares to buy back, etc;
- notify creditors and issue announcements;
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NOTICE OF 2021 FIRST CLASS MEETING OF THE HOLDERS OF H SHARES
- open overseas share accounts and to carry out related change of foreign exchange registration procedures;
- carry out relevant approval procedures and to carry out filings with the China Securities Regulatory Commission; and
- carry out cancelation procedures for buy back shares, make corresponding amendments to the Articles of Association of the Company relating to share capital and shareholdings etc, carry out modification Registrations, and to deal with any other documents and matters related to share buy back.
- The above general mandate will expire on the earlier of ("Relevant Period"):
- the conclusion of the annual general meeting of the Company for 2021;
- the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2020, the first A Shareholders' Class Meeting in 2021 and the first H Shareholders' Class Meeting in 2021; or
- the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at a class meeting of domestic share (A share) shareholders or a class meeting of overseas-listed foreign invested share (H share) shareholders,
except where the board of directors has resolved to buy back domestic shares (A shares) or overseas-listed foreign invested shares (H shares) during the Relevant Period and the share buy back is to be continued or implemented after the Relevant Period.
By Order of the Board of
China Oilfield Services Limited
Wu Yanyan
Company Secretary
14 April 2021
As at the date of this announcement, the executive directors of the Company are Messrs. Qi Meisheng (Chairman) and Zhao Shunqiang; the non-executive directors of the Company are Messrs. Xu Yugao and Zhao Baoshun; and the independent non-executive directors of the Company are Messrs. Fong Chung, Mark, Wong Kwai Huen, Albert and Lin Boqiang.
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NOTICE OF 2021 FIRST CLASS MEETING OF THE HOLDERS OF H SHARES
Notes:
- All resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the Stock Exchange's and the Company's websites in accordance to the Hong Kong Listing Rules.
- H Share shareholders whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited on 13 May 2021 (Thursday) are entitled to attend and vote at the H Share Class Meeting.
-
H Share shareholders who intend to attend the H Share Class Meeting must complete and return the written replies for attending the H Share Class Meeting to the Company's Hong Kong registered office by facsimile or post no later than
12 May 2021 (Wednesday):
Address: 65/F., Bank of China Tower
1 Garden Road, Hong Kong
Tel: (852) 2213 2515
Fax: (852) 2525 9322
- Each shareholder of the Company who has the right to attend and vote at the H Share Class Meeting is entitled to appoint in writing one or more proxies, whether a shareholder of the Company or not, to attend and vote on his behalf at the H Share Class Meeting. Where a shareholder of the Company has appointed more than one proxy to attend the H Share Class Meeting, such proxies may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorised. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be certified by a notary public. For H Share shareholders, the power of attorney or other documents of authorisation and forms of proxy must be delivered to the Company's registered office at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by post or facsimile, no less than 24 hours before the time appointed for the holding of the H Share Class Meeting in order for such documents to be valid. For A Share shareholders, the above-mentioned documents must be delivered to the planning and finance department of the Company before the above-mentioned time.
- H Share shareholders whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited after office hour on 13 May 2021 are entitled to attend the H Share Class Meeting. The Company's register of members will be closed from 13 May 2021 (Thursday) to 1 June 2021 (Tuesday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the H Share Class Meeting must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4:30 p.m. on 12 May 2021 (Wednesday) for completion of the registration of the relevant transfer in accordance with the Articles of Association of the Company.
The address of Computershare Hong Kong Investor Services Limited is as follows: Shops 1712-1716
17th Floor, Hopewell Centre 183 Queen's Road East Wanchai
Hong Kong - Shareholders or their proxies must present proof of their identities upon attending the H Share Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/her form of proxy, or copies of appointing instrument and power of attorney, if applicable.
- Shareholders or proxies attending the H Share Class Meeting are responsible for their own transportation and accommodation expenses.
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COSL - China Oilfield Services Limited published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 09:24:08 UTC.
