CHINA OILFIELD SERVICES LIMITED (Incorporated in the People's Republic of China as a joint stock limited liability company)
(Stock code: 2883) Second Proxy Form for 2014 Annual General MeetingI(We) (Note 1)
Number of Shares related to this second proxy form
H Shares/A Shares*
of being the holder(s) of (Note 2)H Share(s)/ A Share(s)* of China Oilfield Services Limited (the "Company") now appoint (Note 3)
(I.D. No.: of )/
or failing him, the Chairman of the meeting as my (our) proxy to attend and vote for me (us) on the resolutions in accordance with the instructions below and on my (our) behalf at the Annual General Meeting ("AGM") to be held at 10:00 a.m. (Beijing time) on 2
June 2015 (Tuesday) at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing for the purpose of considering and, if thought fit, passing those resolutions as set out in the notice convening the said meeting. In the absence of any indication, the proxy may vote for or against the resolutions or abstain at his own discretion.
ORDINARY RESOLUTIONS | For (Note 4) | Against (Note 4) | Abstain (Note 4) |
(1) | To consider and approve the audited financial statements and the report of the auditor for the year ended 31 December 2014. | ||
(2) | To consider and approve the proposed profit distribution and annual dividend for the year ended 31 December 2014. | ||
(3) | To consider and approve the report of the directors of the Company for the year ended 31 December 2014. | ||
(4) | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2014. | ||
(5) | To appoint Mr. Fong Chung, Mark as an independent non-executive director of the Company with immediate effect. | ||
(6) | To re-elect Mr. Li Yong as an executive director of the Company with immediate effect. | ||
(7) | To re-elect Mr. Liu Jian as a non-executive director of the Company with immediate effect. | ||
(8) | To appoint Mr. Cheng Xinsheng as a supervisor of the Company with immediate effect. | ||
(9) | To appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the domestic and international auditors of the Company for the year 2015 and to authorise the board of directors (the "Board") to fix the remuneration thereof. | ||
(10) | To consider and approve the following resolutions:- (a) the ratification to the provision of the Outstanding Guarantees as defined in the circular of the Company dated 17 April 2015 (the "Circular"); and (b) the provision of guarantees by the Company for the Relevant Subsidiaries and COSL Labuan as set out in the section headed "Letter from the Board - Proposed Provision of Guarantee for Subsidiaries" in the Circular. |
(11) To consider and, if thought fit, to pass the following resolutions:-
(a) the Board be and is hereby generally and unconditionally granted a general mandate to issue medium-term notes with an aggregate principal amount not exceeding US$3.5 billion (the "Notes Issue"); and
(b) the Board, taking into consideration the requirement of the Company and other market conditions, be and is hereby generally and unconditionally authorised to:
(i) determine the terms and conditions of and other matters relating to the Notes Issue (including, but not limited to, the determination of the final aggregate principal amount, term, interest rate, and use of the proceeds of the Notes Issue and other related matters);
(ii) do all such acts which are necessary and incidental to the Notes Issue (including, but not limited to, the securing of approvals, the determination of selling arrangements and the preparation of relevant application documents); and
(iii) take all such steps which are necessary for the purposes of executing the Notes Issue (including, but not limited to, the execution of all requisite documentation and the disclosure of relevant information in accordance with application laws), and to the extent that any of the aforementioned acts and steps have already been undertaken by the Board (or any committee thereof) in connection with the Notes Issue, such acts and steps be and are hereby approved, confirmed and ratified.
The authority granted to the Board to deal with the above matters will take effect from the date of the passing of the resolution with regard to the Notes Issue at the AGM until the earlier of (i) all the authorised matters in relation to the Notes Issue have been completed, or (ii) the expiration of a period of 36 months following the passing of the relevant special resolution at the AGM, or (iii) the date on which the authority conferred by the relevant special resolution is revoked or varied by the shareholders of the Company at a general meeting.
(12) To consider and, if thought fit, to pass the following resolutions:-
(a) approve a general mandate to the Board to, by reference to market conditions and in accordance with needs of the Company, to allot, issue 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.
(b) 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):-
(i) 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;
(ii) 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;
(iii) approve and execute documents related to share issuance for submission to regulatory authorities, and to carry out relevant approval procedures;
(iv) 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"):-(i) the conclusion of the annual general meeting of the Company for
2015;
(ii) the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2014; or
(iii) the date on which the authority conferred by this special 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 share issuance is to be continued or implemented after the Relevant Period.
SPECIAL RESOLUTIONS | For | Against | Abstain |
(13) | 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):- (a) 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 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, and for buy backs of domestic shares (A shares), 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; (b) 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 annual general meeting and the relevant resolutions are passed at class meetings of shareholders; and (c) the board of directors be authorised to (including but not limited to the following):- (i) determine time of buy back, period of buy back, buy back price and number of shares to buy back, etc; (ii) notify creditors and issue announcements; (iii) open overseas share accounts and to carry out related change of foreign exchange registration procedures; (iv) carry out relevant approval procedures and to carry out filings with the China Securities Regulatory Commission; and (v) carry out cancelation procedures for bought 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"):- (i) the conclusion of the annual general meeting of the Company for 2015; (ii) the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2014, the first A shareholders' class meeting in 2015 and the first H shareholders' class meeting in 2015; or (iii) the date on which the authority conferred by this special 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. |
Date: 2015 Signature: (note 5)
Notes:
(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
(2) Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
(3) If any proxy other than the Chairman is preferred, strike out the words "the Chairman of the Meeting or" herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and, on a poll, vote in his/her stead. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the Meeting to represent you.
(4) IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR".
Failure to tick the boxes will entitle your proxy to cast your votes at his/her discretion or abstain from the relevant resolutions. Your proxy will
also be entitled to vote at his/her discretion or abstain from any other resolution properly put to the Annual General Meeting other than that
referred to in the Notice convening the Annual General Meeting.
(5) This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If this form of proxy is signed by an attorney of a shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
(6) Completion and return of this form of proxy will not preclude you from attending the Annual General Meeting and voting in person if you so wish. In the event that you attend the Annual General Meeting after having lodged this form of proxy, it will be deemed to have been revoked.
(7) 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 12 May 2015 (Tuesday) are entitled to attend and vote at the Annual General Meeting.
(8) H shareholders who intend to attend the Annual General Meeting must complete and return the reply slip for attending the Annual General
Meeting to the Company's Hong Kong registered office by facsimile or post no later than 11 May 2015 (Monday):
Address: 65/F., Bank of China Tower
1 Garden Road, Hong Kong
Tel: (852) 2213 2515
Fax: (852) 2525 9322
(9) Each shareholder of the Company who has the right to attend and vote at the Annual General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Annual General Meeting. Where a shareholder has appointed more than one proxy to attend the Annual General 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 holders of H Shares, the power of attorney or other documents of authorisation and second 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 Annual General Meeting in order for such documents to be valid. For holders of A Shares, the abovementioned documents must be delivered to the secretary office of the board of the Company before the above-mentioned time.
(10) 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 11 May 2015 are entitled to attend the Annual General Meeting. The Company's register of members will be closed from 12 May 2015 (Tuesday) to 1 June 2015 (Monday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the Annual General 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 11 May 2015 (Monday) 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: Room 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
(11) Shareholders or their proxies must present proof of their identities upon attending the Annual General 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.
(12) The Annual General Meeting is expected to last not more than one day. Shareholders or proxies attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.
(13) For the purpose of determining entitlement for the final dividend for the year ended 31 December 2014, the H Shares register of members of the Company will be closed from Tuesday, 16 June 2015 to Sunday, 21 June 2015, 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 2014, 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 Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 15 June 2015. Holders of A Shares should contact the secretary of the Board for details concerning registration of transfers of A Shares.
(14) A shareholder who has already lodged the proxy form issued by the Company on 17 April 2015 ("First Proxy Form") with the Company should note that:
(i) if this form of proxy is not lodged with the Company, the First Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM, including the resolution for, among other matters, the proposed re-election of directors of the Company, as set out in the supplemental notice of AGM.
(ii) if this form of proxy is lodged with the Company 24 hours prior to the time appointed for holding the AGM (the "Closing Time"), this form of proxy will revoke and supersede the First Proxy Form previously lodged by him/her. This form of proxy will be treated as a valid proxy form lodged by the shareholder if correctly completed.
(iii) if this form of proxy is lodged with the Company after the Closing Time, this form of proxy will be invalid. However, it will revoke the First Proxy Form previously lodged by the shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or this form of proxy) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge this form of proxy after the Closing Time. In such case, if such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.
(15) The accumulative voting system may be adopted by the Company for the election of directors at the general meeting.
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