Notice of EGM D3 (eng) (Deacons cmt)

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 Shares Stock Code: 00317)

SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2020 TO BE CONVENED ON FRIDAY, 23 OCTOBER 2020

Reference is made to the notice (the "Original EGM Notice") of the third extraordinary general meeting of 2020 (the "EGM") of CSSC Offshore & Marine Engineering (Group) Company Limited (the "Company") dated 28 August 2020. The EGM will be held at the Conference Room of the Company, 15/F, Marine Tower, 137 Gexin Road, Haizhu District, Guangzhou, the People's Republic of China (the "PRC") at 10:00 a.m. on Friday, 23 October 2020 (or any adjournment thereof).

On 9 September 2020, the Company received requisition from China State Shipbuilding Corporation Limited, the controlling shareholder of the Company which holds directly and indirectly 59.52% of the shares of the Company, regarding the additional resolution in relation to the Supplemental Agreement to 2020 to 2022 Framework Agreement relating to the Continuing Connected Transactions and the Revised Annual Caps (the "Proposed New Resolution").

Pursuant to the articles of association of the Company and the relevant requirements under the Company Law of the PRC which stipulates that "shareholder(s) individually or in aggregate holding more than 5% of the shares of the Company shall have the right to propose additional resolution(s) prior to the general meeting", the Company will submit the Proposed New Resolution as an ordinary resolution for shareholders' consideration and approval at the EGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held on the same date, at the same time and at the same place as originally scheduled in the Original EGM Notice, will consider and, if thought fit, pass the following supplemental resolution as ordinary resolution in addition to the resolutions set out in the Original EGM Notice:

ORDINARY RESOLUTION

2. To consider and approve the resolution in relation to the Supplemental Agreement to 2020 to 2022 Framework Agreement entered into between the Company and China State Shipbuilding Corporation Limited relating to the Continuing Connected Transactions and the transactions contemplated thereunder including the Revised Annual Caps. (Note 1)

By order of the Board

CSSC Offshore & Marine Engineering (Group) Company Limited

Li Zhidong

Company Secretary

Guangzhou, 10 September 2020

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 Huimin and Mr. Chen Ji, non-executive Directors Mr. Shi Jun, and independent non-executive Directors Mr. Wang Yichu, Mr. Min Weiguo, Mr. Liu Renhuai and Mr. Yu Shiyou.

Notes:

1. Save for the proposed new ordinary resolution, the order of the resolutions and the corresponding adjustments required for the proxy form for the EGM, there are no other changes to the resolutions set out in the Original EGM Notice. For details of the resolutions to be considered at the EGM and other relevant matters, please refer to the announcement of the Company dated 28 August 2020 published on the website of The Stock Exchange of Hong Kong Limited and the website of the Company and the circular to be dispatched by the Company in due course.

2. Since the proxy form for the EGM enclosed with the Original EGM Notice dated 28 August 2020 (the "First Proxy Form") does not contain the additional resolution set out in this supplemental notice, a new proxy form (the "Revised Proxy Form") has been prepared and is enclosed with this supplemental notice.

3. The Revised Proxy Form for use at the EGM is enclosed and published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (comec.cssc.net.cn). Whether or not you intend to attend the EGM, you are requested to complete the accompanying Revised Proxy Form in accordance with the instructions printed thereon and return the same 24 hours before the time for holding the EGM or any adjournment thereof (as the case maybe) (the "Closing Time").

4. Attention: A shareholder who has lodged the First Proxy Form with the Company or the Company's H share registrar should note that:

(1) the completed Revised Proxy Form will be treated as the valid proxy form lodged by such shareholder;

(2) if such shareholder fails to lodge the Revised Proxy Form with the Company or the Company's H share registrar, Hong Kong Registrars Limited, the lodged First Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received;

(3) any Revised Proxy Form which is lodged with the Company or the Company's H share registrar after the Closing Time shall be invalid. Any vote that may be cast by the purported proxy/proxies (whether appointed under the First Proxy Form or the Revised Proxy Form) will not be counted in any poll taken on a proposed resolution. Accordingly, shareholders are advised to lodge the Revised Proxy Form before the Closing Time.

5. Shareholders are reminded that completion and return of the Revised Proxy Form will not preclude them from attending and voting in person at the Third Extraordinary General Meeting of 2020 or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Shareholders are reminded to refer to other notes contained in the Original EGM Notice.

7. Unless otherwise stated, capitalized terms used herein shall have the same meanings as defined in the announcement of the Company dated 28 August 2020.

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COMEC - CSSC Offshore & Marine Engineering (Group) Company Limited published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2020 09:44:03 UTC