e_A150342 1..11


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 limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3983)

ELECTION OF DIRECTORS IN THE FOURTH SESSION AND

ELECTION OF SUPERVISORS IN THE FOURTH SESSION

ELECTION OF DIRECTORS IN THE FOURTH SESSION
Mr. Li Hui (Chairman), Mr. Wang Hui, Mr. Zhou Dechun, Mr. Zhu Lei, Ms. Lee Kit Ying, and Mr. Lee Kwan Hung, who are members of the board of directors of the Company in the third session, have been nominated as candidates for re-election as members of the Board in the fourth session.
Mr. Zhou Hongjun is a new candidate nominated for election as a member of the Board of the fourth session.
Mr. Gu Zongqin, who is a member of the Board of the third session, did not offer himself as a candidate for re-election as a member of the Board of the fourth session due to other work commitments.
ELECTION OF SUPERVISORS IN THE FOURTH SESSION
Mr. Wang Mingyang, who is a member of the Supervisory Committee of the third session, has been nominated as a candidate for re-election as a member of the Supervisory Committee of the fourth session.
Mr. Li Xiaoyu is a new candidate nominated for election as a member of the Supervisory
Committee of the fourth session.
Mr. Huang Jinggui, who is a member of the Supervisory Committee of the third session, did not offer himself as a candidate for re-election as a member of the Supervisory Committee of the fourth session due to other work commitments.
As announced by the Company in the announcement dated 6 February 2015, Ms. Liu Lijie was re-elected at the employees representative meeting of the Company as the supervisor representing the employees of the Company. Her term of office commenced on 6 February
2015.
- 1 -
INTRODUCTION
The terms of the existing Directors and Supervisors (excluding the Supervisor Representing the Employee) are due to expire on the date when new Directors and Supervisors are elected by the Shareholders at the AGM. The Directors nominated in the fourth session of the Board comprise one executive Director, three non-executive Directors and three independent non- executive Directors, while the Supervisors nominated in the fourth session of the Supervisory Committee comprise one Supervisor representing the Shareholders and one independent Supervisor. The remaining Supervisor in the fourth session is the Supervisor Representing the Employees. As announced by the Company in the announcement dated 6 February 2015, Ms. Liu Lijie was re-elected at the employees representative meeting of the Company as the Supervisor Representing the Employees. Her term of office commenced on 6 February 2015.
The Directors and Supervisors (excluding the Supervisor Representing the Employees) in the fourth session will be elected at the AGM. The term of office of the Directors and the Supervisors in the fourth session will be for a period of three years, commencing from the date on which the Directors and Supervisors are elected by the Shareholders at the AGM. Pursuant to the Articles of Association, all Directors and Supervisors, if eligible, may offer themselves for re-election upon expiry of the relevant session.
ELECTION OF DIRECTORS IN THE FOURTH SESSION
Mr. Li Hui (Chairman), Mr. Wang Hui, Mr. Zhou Dechun, Mr. Zhu Lei, Ms. Lee Kit Ying, and Mr. Lee Kwan Hung, who are members of the board of directors of the Company in the third session, have been nominated as candidates for re-election as members of the Board in the fourth session.
Mr. Zhou Hongjun is a new candidate nominated for election as a member of the Board of the fourth session.
Mr. Gu Zongqin, who is a member of the Board of the third session, did not offer himself as a candidate for re-election as a member of the Board of the fourth session due to other work commitments.
ELECTION OF SUPERVISORS IN THE FOURTH SESSION
Mr. Wang Mingyang, who is a member of the Supervisory Committee of the third session, has been nominated as a candidate for re-election as a member of the Supervisory Committee of the fourth session.
Mr. Li Xiaoyu is a new candidate nominated for election as a member of the Supervisory
Committee of the fourth session.
Mr. Huang Jinggui, who is a member of the Supervisory Committee of the third session, did not offer himself as a candidate for re-election as a member of the Supervisory Committee of the fourth session due to other work commitments.
As announced by the Company in the announcement dated 6 February 2015, Ms. Liu Lijie was re-elected at the employees representative meeting of the Company as the supervisor representing the employees of the Company. Her term of office commenced on 6 February
2015.
- 2 -
BIOGRAPHICAL DETAILS OF THE CANDIDATES OF DIRECTORS IN THE FOURTH SESSION
Proposed Executive Director
Mr. Wang Hui (王輝), born in 1964, graduated from Jilin University in 1987 with a bachelor's degree, majoring in International Law. Mr. Wang obtained a master degree of Business Administration from Tsinghua University in 2004 and was later awarded the title of senior economist. From August 1987 to June 1993, Mr. Wang served in the development division of
China National Chemical Construction Corporation International Tendering Co., Ltd. (中國

化工建設總公司國際招標公司). From June 1993 to October 1995, Mr. Wang served as business

representative at the Germany representative office of China National Chemical Construction
Corporation (中國化工建設總公司). From October 1995 to January 2000, Mr. Wang served
successively as the senior project manager, deputy general manager and general manager in
China National Chemical Construction Corporation International Tendering Co., Ltd.. From February 2000 to September 2009, he served successively as assistant to the general manager, deputy general manager, general manager and Secretary of CCP Committee in China National Chemical Construction Corporation. From March 2008 to September 2009, Mr. Wang served as the Secretary of CCP Committee of the Company. From August 2008 to September 2009, Mr. Wang served as the executive vice president of the Company. Mr. Wang served as the
chairman of the board of directors of Shandong Haihua Group Co., Ltd. (山東海化集團有限公

) from October 2009 to September 2014. From June 2010 to December 2011, Mr. Wang

served as the deputy general manager of CNOOC Refinery & Petrochemicals and Sales
Division. From March 2010 to October 2014, Mr. Wang served as a director of Shandong
Haihua Company Limited (山東海化股份有限公司). Mr Wang was appointed as the Chief
Executive Officer, president and secretary of CCP Committee of the Company in October
2014. He served as chairman of CBC (Canada) Holding Corp. (中海化學(加拿大)控股公司)
and director of Western Potash Corp. (西部鉀肥公司 a company listed on the Main Board of
Toronto Stock Exchange, Canada) in November 2014; Mr. Wang was appointed as executive Director of the Company in December 2014 and as the chairman of CNOOC Kingboard Chemical Limited in January 2015.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Wang will enter into a service contract with the Company. The Board will be authorised by the Shareholders, and the remuneration committee of the Board will be further delegated the responsibility by the Board to determine his remuneration as an executive director according to his qualifications, abilities, responsibilities and experience. As soon as his remuneration is fixed by the remuneration committee of the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Wang's appointment will be for three years. Save as disclosed above, Mr. Wang did not hold any other directorships in other listed public companies in the past three years and Mr. Wang (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
Save as disclosed herein, Mr. Wang has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the appointment of Mr. Wang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his proposed appointment herein.
- 3 -
Proposed Non-executive Directors
Mr. Li Hui (李輝), born in 1963, graduated from the University of International Business and Economics with a bachelor's degree in 1987 and was later awarded the title of senior international business engineer. Mr. Li served successively in a number of positions in China National Metals & Minerals Import & Export Corporation from August 1987 to January
2000, including deputy general manager of its trade unit (五礦貿易有限公司) and president of
its South American unit (南美五礦有限公司); deputy general manager of Beijing Economic-
Technological Investment & Development Corporation from September 1998 to January 2000;
assistant general manager and deputy director of the oil group of China National Chemicals
Import & Export Corporation (renamed as Sinochem Group, hereinafter referred to as
''Sinochem'') from January 2000 to July 2001; vice president of Sinochem, director of its oil center and general manager of Sinochem International Oil Co., Ltd from July 2001 to August
2009; vice president of Sinochem and general manager of Sinochem Petroleum Exploration and Production Co., Ltd. from September 2009 to May 2010. Since May 2010, Mr. Li has been a vice president of China National Offshore Oil Corporation. Mr. Li was appointed as the chairman and a non-executive Director of the Company in July 2011. Mr.Li has wide-ranging experience in the international trade sector and profound understanding in the operation of the international trade and capital markets.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Li will enter into a service contract with the Company. The Board will be authorised by the Shareholders to determine his remuneration based on recommendation by the remuneration committee of the Board according to his qualifications, abilities, responsibility and experience. As soon as his remuneration is fixed by the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Li's appointment will be for three years. Save as disclosed above, Mr. Li did not hold any other directorships in other listed public companies in the past three years and Mr. Li (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
Save as disclosed herein, Mr. Li has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointment of Mr. Li that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules in relation to his proposed appointment herein.
Mr. Zhou Dechun (周德春), born in1956, graduated from Shanghai Institute of Chemical Technology (now known as East China University of Science and Technology) with a bachelor's degree in 1978, majoring in chemical equipment and machinery at the Department of Chemical Machinery, and was later awarded the title of senior economist (professor grade). From August 1978 to July 1987, he had worked as officer at the General Department, Materials Department and Personnel Department and deputy head of the Metal Materials Department of the Supply and Sales Bureau of the Ministry of Chemical Industry. From July
1987 to September 1998, he had served as deputy director of Materials Division, deputy head of Personnel Department, head of Personnel Department and deputy general manager of China National Chemical Supply & Sales Corporation. Thereafter, he was the general manager of China National Chemical Supply & Sales (Group) Corporation from September
1998 to December 2009; general manager of China National Offshore Oil Corporation Marketing Company from March 2008 to December 2013; general manager of CNOOC Chemical Import and Export Co., Ltd. from May 2008 to December 2009; deputy general
- 4 -
manager of CNOOC Refinery & Petrochemicals and Sales Division from April 2009 to December 2011; and general manager of CNOOC Marketing Company from December 2009 to December 2013. He was appointed as chief economist of China National Offshore Oil Corporation in December 2013 and general manager of Refinery & Petrochemicals and Sales Department of China National Offshore Oil Corporation in February 2014. He was appointed as a non-executive Director of the Company in May 2014.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Zhou will enter into a service contract with the Company. The Board will be authorised by the Shareholders to determine his remuneration based on recommendation by the remuneration committee of the Board according to his qualifications, abilities, responsibility and experience. As soon as his remuneration is fixed by the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Zhou's appointment will be for three years. Save as disclosed above, Mr. Zhou did not hold any other directorships in other listed public companies in the past three years and Mr. Zhou (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
Save as disclosed herein, Mr. Zhou has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointment of Mr. Zhou that is required to be disclosed pursuant to Rule
13.51(2) (h) to (v) of the Listing Rules in relation to his proposed appointment herein.
Mr. Zhu Lei (朱磊), born in 1969, graduated from the Department of Petroleum Construction Engineering of Southwest Petroleum University in 1991 with a bachelor's degree majoring in oil storage and transportation and was later awarded the title of senior engineer. He was a
specialist in quality control at China Offshore Oil Platform Manufacturing Company (中海石

油平台製造公司) from September 1991 to October 1995; equipment management personnel

with the CNOOC Operations Department and Planning Department, respectively, from October 1995 to May 2003; head of the Planning and Statistics Office of the CNOOC Planning Department from May 2003 to January 2009; and deputy general manager of the CNOOC Planning Department from January 2009 to December 2011. Since January 2012 he has been deputy general manager of the Strategy and Planning Department of CNOOC and deputy general manager of the Strategy and Planning Department of CNOOC China Limited. He was appointed as a non-executive Director of the Company in June 2012.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Zhu will enter into a service contract with the Company. The Board will be authorised by the Shareholders to determine his remuneration based on recommendation by the remuneration committee of the Board according to his qualifications, abilities, responsibility and experience. As soon as his remuneration is fixed by the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Zhu's appointment will be for three years. Save as disclosed above, Mr. Zhu did not hold any other directorships in other listed public companies in the past three years and Mr. Zhu (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
- 5 -
Save as disclosed herein, Mr. Zhu has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointment of Mr. Zhu that is required to be disclosed pursuant to Rule
13.51(2) (h) to (v) of the Listing Rules in relation to his proposed appointment herein.
Proposed Independent non-executive Directors
Ms. Lee Kit Ying (李潔英), born in 1948, obtained a bachelor's degree from City of London Polytechnic, U.K. (now known as London Metropolitan University) in1979 majoring in accountancy and a master's degree from City University of Hong Kong in 1998 majoring in Financial Engineering. Ms. Lee is a fellow of the Institute of Chartered Accountants in England and Wales. She previously held a number of senior positions in Hong Kong Futures Exchange, the Stock Exchange and Hong Kong Exchanges and Clearing Limited. Ms. Lee has over 20 years' experience in derivative products and the operation, supervision and risk management of securities markets. Currently she is chairman of Virtus Foundation Limited. She was appointed as an independent executive Director of the Company in June 2012. Currently Ms. Lee is also an independent non-executive director of Tianjin Capital Environmental Protection Group Company Limited (a company listed on the Main Board of the Stock Exchange and Shanghai Stock Exchange) and an independent non-executive
director of Century Iron Mines Corporation (世紀鐵礦有限公司) (a company listed on
Toronto Stock Exchange, Canada).
Subject to the approval of her appointment by the Shareholders at the AGM, Ms. Lee will enter into a service contract with the Company. The Board will be authorised by the Shareholders to determine her remuneration based on recommendation by the remuneration committee of the Board according to her qualifications, abilities, responsibility and experience. As soon as her remuneration is fixed by the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Ms. Lee's appointment will be for three years. Save as disclosed above, Ms. Lee did not hold any other directorships in other listed public companies in the past three years and Ms. Lee (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
Save as disclosed herein, Ms. Lee has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointment of Ms. Lee that is required to be disclosed pursuant to Rule
13.51(2)(h) to (v) of the Listing Rules in relation to his appointment herein.
Mr. Lee Kwan Hung (李均雄), born in 1965, received his Law (LL.B (Honours)) degree and Postgraduate Certificate in Laws from the University of Hong Kong in 1988 and 1989 respectively. He was then admitted as a solicitor in Hong Kong in 1991 and the United Kingdom in 1997 and is a practicing lawyer. Mr Lee was a senior manager of the Listing Division of The Stock Exchange between December 1992 and March 1994; a partner of Philip KH Wong, Kennedy YH Wong Co. between April 1994 and March 2000; a partner and Beijing office chief representative in Woo Kwan Lee & Lo between April 2000 and February 2011; a counsel in Cheung & Choy solicitor & notaries from November 2011 to June 2014. Mr. Lee was appointed as an independent non-executive Director of the Company in June 2012; and was a counsel in Howse Williams Bowers from July 2014. Mr. Li served as an independent non-executive director of New Universe International Group Limited (a company listed on the
- 6 -
growth enterprise market of the Stock Exchange), Yuexiu REIT Asset Management Limited and Far East Holdings International Limited (both are companies listed on the main board of the Stock Exchange) respectively in the past three years. Mr. Lee currently holds the position of independent non-executive director respectively at Embry Holdings Limited, NetDragon Websoft Inc., Asia Cassava Resources Holdings Limited, Futong Technology Development Holdings Limited, Walker Group Holdings Limited, Newton Resources Ltd, Tenfu (Cayman) Holdings Company Limited and Landsea Green Properties Co., Ltd. the shares of all of which are listed on the Stock Exchange.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Lee will enter into a service contract with the Company. The Board will be authorised by the Shareholders to determine his remuneration based on recommendation by the remuneration committee of the Board according to his qualifications, abilities, responsibility and experience. As soon as his remuneration is fixed by the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Lee's appointment will be for three years. Save as disclosed above, Mr. Lee did not hold any other directorships in other listed public companies in the past three years and Mr. Lee (i) is not related to any Directors, supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group in relation to his appointment herein.
Save as disclosed herein, Mr. Lee has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointment of Mr. Lee that is required to be disclosed pursuant to Rule
13.51(2)(h) to (v) of the Listing Rules.
Mr. Zhou Hongjun (周紅軍), born in 1963, graduated from East China Petroleum Institute (now known as China University of Petroleum), with a bachelor's degree in Basic Organic Chemical Industry in 1985. He graduated from China University of Petroleum with a master's degree in Applied Chemistry in 1988. He graduated from China University of Petroleum with a doctorate degree in Chemical Technique and was later awarded the title of senior engineer (professor grade) in 2005. From June 1988 to November 2005, he was a manager of Institute of Qilu Petrochemical Company Industries Huabiao Company. Since December 2005 he has been professor and director of Coal To Liquid Fuels and Coal To Chemicals Industry Research Center in China University of Petroleum. From November 2006 to November 2011, he was a professor and vice director of New Energy Research Center in China University of Petroleum. Since December 2011 he has been a professor, executive deputy dean of New Energy Research Institute in China University of Petroleum.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Zhou will enter into a service contract with the Company. The Board will be authorised by the Shareholders to determine his remuneration based on recommendation by the remuneration committee of the Board according to his qualifications, abilities, responsibility and experience. As soon as his remuneration is fixed by the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Zhou's appointment will be for three years. Save as disclosed above, Mr. Zhou did not hold any other directorships in other listed public companies in the past three years and Mr. Zhou (i) is not related to any Directors,
- 7 -
Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
Save as disclosed herein, Mr. Zhou has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the proposed appointment of Mr. Zhou that is required to be disclosed pursuant to Rule
13.51(2)(h) to (v) of the Listing Rules in relation to his appointment herein.
BIOGRAPHICAL DETAILS OF THE CANDIDATES OF SUPERVISORS IN THE FOURTH SESSION
Mr. Wang Mingyang (王明陽), born in 1956, graduated in 1978 from Shanghai Textile Institute of Science and Technology (now known as Donghua University) majoring in textile machinery, and was later awarded the title of senior engineer. He acted as a sales representative and division head of China National Technical Import & Export Corporation
(中國技術進出口總公司) from August 1978 to February 1988. He served as a deputy
representative of the British representative office of China National Technical Import &
Export Corporation from March 1988 to June 1991; deputy director and director of Advertising, Exhibition and Promotion Department of China National Technical Import & Export Corporation from July 1991 to February 1993; general manager of CNTIC Investment
Corporation (中國技術進出口總公司投資公司) from March 1993 to May 1994; general
manager of Corporate Management Department of China National Technical Import &
Export Corporation from June 1994 to August 1995; general manager of CNTIC Euro-Asia
Import & Export Co., Ltd. (中技歐亞進出口有限公司) of China National Technical Import &
Export Corporation from September 1995 to March 1997; and executive deputy general manager of CNTIC Trading Co., Ltd. (中技貿易股份有限公司) of China National Technical
Import & Export Corporation from April 1997 to May 2000. He was an assistant to the president of China National Chemical Construction Corporation from June 2000 to August
2002; deputy general manager of China National Chemical Construction Corporation from September 2002 to March 2008, and vice president of Offshore Oil Engineering Co., Ltd. (海洋 石油工程股份有限公司) from April 2008 to March 2013. He was appointed as a supervisor and
chairman of the Supervisory Committee of the Company in May 2013. He is also chairman of
supervisory committee of CNOOC New Energy Investment Co., Ltd., China United Coalbed
Methane Corporation Limited and CNOOC Ningbo Daxie Petrochemical Ltd..
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Wang will enter into a service contract with the Company. The Board will be authorised by the Shareholders, and the remuneration committee of the Board will be further delegated the responsibility by the Board to determine his remuneration according to his qualifications, abilities, responsibilities and experience. As soon as his remuneration is fixed by the remuneration committee of the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Wang's appointment will be for three years. Save as disclosed above, Mr. Wang did not hold any other directorships in other listed public companies in the past three years and Mr. Wang (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
- 8 -
Save as disclosed herein, Mr. Wang has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the appointment of Mr. Wang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his proposed appointment herein.
Mr. Li Xiaoyu (李效玉), born in 1958, graduated from Shandong University, Department of Chemistry with a bachelor's degree of science majoring in Organic Chemistry in 1981. He graduated from the Major of Polymers Materials of the Department of Polymers of Beijing Institute of Chemical Technology (now known as Beijing University of Chemical Technology, (BUCT)) with a master's degree of engineering in 1985. He graduated from the Major of Materials Science of the Department of Materials Science of BUCT with a doctorate degree (on-the-job) of engineering and title of professor in 1998. From May 1985 to June 1987, he was a teaching assistant in the Department of Applied Chemistry of BUCT. From July 1987 to June 1994, he was a lecturer in the Department of Applied Chemistry and Department of Polymers of BUCT. From July 1994 to June 1998, he was an associate professor of the Department of Polymers of BUCT. From July 1997 to June 1999, he was an deputy dean of the College of Materials Science of BUCT. From July 1999 to January 2003, he served as the director of Science and Technology Department in BUCT. Mr. Li currently is the professor and Ph. D. candidate supervisor of the College of Materials Science of BUCT.
Subject to the approval of his appointment by the Shareholders at the AGM, Mr. Li will enter into a service contract with the Company. The Board will be authorised by the Shareholders, and the remuneration committee of the Board will be further delegated the responsibility by the Board to determine his remuneration according to his qualifications, abilities, responsibilities and experience. As soon as his remuneration is fixed by the remuneration committee of the Board, the Company will make an announcement accordingly.
In accordance with the Articles of Association, Mr. Li's appointment will be for three years. Save as disclosed above, Mr. Li did not hold any other directorships in other listed public companies in the past three years and Mr. Li (i) is not related to any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) is not interested in any Shares within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.
Save as disclosed herein, Mr. Li has confirmed that there are no matters that need to be brought to the attention of the Shareholders, and there is no other information in relation to the appointment of Mr. Li that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his proposed appointment herein.
A circular containing, among other things, details of the proposed Directors and Supervisors in the fourth session and a notice of the AGM will be dispatched to the Shareholders in due course.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:
''AGM'' the 2014 annual general meeting of the Company which is scheduled to be held at the Meeting Room, 3rd Floor, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Thursday, 28 May 2015 at 4 : 00 p.m.
- 9 -
''Articles of
Association''
the articles of association of the Company, as amended from time to time
''Board'' the board of Directors of the Company
''CNOOC'' 中国海洋石油总公司 (China National Offshore Oil Corporation*), a state-owned company established in China which is also the controlling shareholder of the Company
''Company'' 中海石油化学股份有限公司 (China BlueChemical Ltd.*), a company incorporated in the PRC and a subsidiary of CNOOC, the H shares of which are listed on the Stock Exchange
''Director(s)'' director(s) of the Company
''Group'' the Company and its subsidiaries from time to time
''Hong Kong'' the Hong Kong Special Administrative Region of the PRC
''Listing Rules'' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
''PRC'' or ''China'' the People's Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macau Special Administrative Region and Taiwan
''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
''Shares'' shares of the Company
''Shareholder(s)'' shareholder(s) of the Company
''Stock Exchange'' The Stock Exchange of Hong Kong Limited
''Supervisor(s)'' the supervisors of the Company
''Supervisory
Committee''
the supervisory committee of the Company
''Supervisor
Representing the
Employees''
the Supervisor representing the employees of the Company
By order of the Board
China BlueChemical Ltd.* Quan Changsheng
Company Secretary
Hong Kong, the PRC,
26 March 2015
- 10 -
As at the date of this announcement, the executive director of the Company is Mr. Wang Hui, the non-executive director of the Company is Mr. Li Hui, Mr. Zhou Dechun and Mr. Zhu Lei, and the independent non-executive directors of the Company are Mr. Gu Zongqin, Ms. Lee Kit Ying and Mr. Lee Kwan Hung.

* For identification purpose only

- 11 -

distributed by