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(a joint stock company with limited liability incorporated in the People’s Republic of China)
(H Share Stock Code:00317)
DELAY IN DESPTACH OF CIRCULAR
AND
POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING
AND
CHANGE OF BOOK CLOSURE PERIOD
References are made to the announcement of CSSC Offshore & Marine Engineering (Group) Company Limited (the “Company”) dated 17 November 2017 in relation to the proposed introduction of investors for capital increase to certain subsidiaries, the announcement of the Company dated 2 January 2018 in relation to the election of new session of the board of directors and the supervisory committee of the Company and the announcement of the Company dated 2 January 2018 in relation to the additional resolutions to be proposed at the first extraordinary general meeting of 2018 (the “EGM”) (collectively, the “Announcements”). References are also made to the notice of the EGM dated 15 December 2017 and the supplemental notice of the EGM dated 2 January 2018 (collectively, the “EGM Notices”). Unless otherwise defined, all capitalised terms used in this announcement shall have the same meanings as defined in the Announcements.
DELAY IN DESPTACH OF CIRCULAR
As stated in the Announcements, the Company will dispatch a circular containing, among others, details of the resolutions for consideration at the EGM, together with the EGM Notices to holders of H Shares. According to the communications with the relevant regulatory authorities, the prior approvals of the relevant regulatory authorities are required for the Capital Increase. To date, the prior approvals of the relevant regulatory authorities have not been obtained. As such, the counterparties to the material asset reorganisation have not yet been determined. The Company will actively strengthen the communications with the relevant regulatory authorities and potential counterparties in order to continue to progress the confirmation and improvement of the proposal for the Capital Increase. In the meantime, as additional time is required to prepare and finalise certain information to be incorporated into the circular, there will be a delay in the date of despatch of the circular. The Company will despatch the circular to the shareholders as soon as practicable after the finalisation of the circular.
POSTPONEMENT OF THE EGM
In anticipation of the expected delay in despatch of the circular and in order to provide the shareholders with sufficient time for them to make an informed decision about the resolutions to be proposed at the EGM, the board of directors of the Company wishes to announce that the EGM originally scheduled to be held at 10:00 a.m. on Tuesday, 30 January 2018 at the Conference Room of the Company at 40 South Fangcun Main Road, Liwan District, Guangzhou, the People’s Republic of China has been rescheduled to be held at 10:00 a.m. on Friday, 9 February 2018 at the same venue. Save for the change in the date of the EGM and the corresponding change of book closure period set out below, (i) all information and contents of the EGM Notices remain unchanged; and (ii) the reply slips and proxy forms attached to the EGM Notices remain valid.
CHANGE OF BOOK CLOSURE PERIOD
The register of members of the Company will be closed from 30 December 2017 to 30 January 2018 (both dates inclusive). In view of the change of the date of the EGM and in order to determine the identity of the shareholders entitled to attend and vote at the EGM, the register of members of the Company will continue to be closed from 31 January 2018 to 9 February 2018 (both dates inclusive). For holders of H Shares who have lodged the duly completed transfer documents accompanied by the relevant share certificates with the Company’s H share registrar, Hong Kong Registrars Limited, at Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by 4:30 p.m. on 8 February 2018, the transferee but not the transferor shall be regarded as holder of the relevant H Shares and will be entitled to attend and vote at the EGM. Holders of H Shares whose names are recorded in the register of members of the Company on 9 February 2018 shall be entitled to attend and vote at the EGM.
By order of the Board
CSSC Offshore & Marine Engineering (Group) Company Limited
Li Zhidong
Joint company secretary
Guangzhou, 11 January 2018
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. Xiang Huiming and Mr. Chen Ji, non-executive Directors Mr. Yang Li and Mr. Wang Guozhong and independent non-executive Directors Mr. Song Dejin, Mr. Zhu Mingyou, Mr. Wang Yichu and Mr. Min Weiguo.