China BlueChemical Ltd. — Proxy Solicitation & Information Statement 2020

Jul 12, 2020

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other independent professional adviser.

If you have sold or transferred all your shares in China BlueChemical Ltd., you should at once hand this circular, together with the enclosed forms of proxy and reply slips, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3983)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

Notice convening the EGM to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Wednesday, 26 August 2020 at 9: 00 a.m. is set out on pages 8 to 10 of this circular.

Reply slip and proxy form for use at the EGM (or any adjournment thereof) are enclosed and are also published on the HKExnews website (http://www.hkexnews.hk). Shareholders who intend to attend the EGM shall complete and return the corresponding reply slips in accordance with the instructions printed thereon before Thursday, 6 August 2020. Whether or not you are able to attend the EGM, you are strongly advised to complete and sign the enclosed proxy form, in accordance with the instructions printed thereon, and to lodge them with the Company’s Secretary Office of the Board in China (for Domestic Shareholders) at Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC or the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), 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 EGM (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

• For identification purpose only

12 July 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . .	3
EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — PROPOSED AMENDMENTS
TO ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II — NOTICE OF FIRST EXTRAORDINARY
GENERAL MEETING OF 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:

‘‘Articles of the articles of association of the Company, as amended from Association’’ time to time; ‘‘Board’’ the board of Directors of the Company; ‘‘China’’ or ‘‘PRC’’ the People’s Republic of China; ‘‘CNOOC’’ 中國海洋石油集團有限公司 (China National Offshore Oil Corporation), a state-owned company established in China which is the controlling shareholder (as defined in the Listing Rules) of the Company; ‘‘Company’’ 中海石油化學股份有限公司 (China BlueChemical Ltd.) (stock code: 3983), a company established in the PRC and a subsidiary of CNOOC, the H Shares of which have been listed on the main board of the Stock Exchange since September 2006; ‘‘CSRC’’ China Securities Regulatory Commission; ‘‘Director(s)’’ the director(s) of the Company; ‘‘Domestic Share(s)’’ the domestic share(s) and the unlisted foreign share(s) of the Company with a nominal value of RMB1.00 each pursuant to the Articles of Association; ‘‘Domestic registered holder(s) of the Domestic Shares; Shareholder(s)’’ ‘‘EGM’’ the first extraordinary general meeting of 2020 of the Company which is scheduled to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Wednesday, 26 August 2020 at 9: 00 a.m.; ‘‘Group’’ the Company and its subsidiaries from time to time; ‘‘H Share(s)’’ the overseas-listed foreign share(s) in the Company’s share capital, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange; ‘‘H Shareholder(s)’’ registered holders of H Share(s); ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC;

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DEFINITIONS

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time; ‘‘Share(s)’’ H Shares and Domestic Shares; ‘‘Shareholders’’ registered holders of the Shares; and ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited.

• For identification purpose only

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LETTER FROM THE BOARD

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3983)

Executive Director: Mr. Wang Weimin

Non-executive Directors:

Mr. Meng Jun Mr. Guo Xinjun

Independent non-executive Directors:

Ms. Karen Lee Kit Ying Mr. Eddie Lee Kwan Hung

Mr. Yu Changchun

Registered Office: No. 1 Zhu Jiang South Street Dongfang City Hainan Province The PRC

Principal place of business in Hong Kong:

65/F., Bank of China Tower No. 1 Garden Road Central Hong Kong 12 July 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

INTRODUCTION

The purpose of this circular is to give you notice of the EGM, and provide you with the information in respect of the proposed amendments to the Articles of Association to enable you to make a decision on whether to vote for or against the relevant resolution at the forthcoming EGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 8 July 2020 in relation to the proposed amendments to the Articles of Association (the ‘‘Proposed Amendments’’).

The Board has considered and approved the resolution on amendments to certain provisions of the Articles of Association. The Proposed Amendments will enhance corporate governance, and in the interests of the Company and its shareholders as a whole.

• For identification purpose only

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LETTER FROM THE BOARD

The Company confirms that the Proposed Amendments will not affect the existing business and operation of the Company and the Shareholders. The Articles of Association are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

The details of the Proposed Amendments are set out in the Appendix I to the circular. The resolution on the Proposed Amendments is set out as resolution 1 in the notice of EGM which is appended to this circular.

EXTRAORDINARY GENERAL MEETING

Notices convening the EGM to be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Wednesday, 26 August 2020 at 9: 00 a.m. set out on pages 8 to 10 of this circular. The EGM will be convened and held for the purpose of considering and approving, by the Shareholders, by way of special resolution the Proposed Amendments and to authorise the Board to deal with on behalf of the Company the relevant filing and amendments (where necessary) procedures and other related issues arising from the amendments to the Articles of Association.

Reply slip and proxy form for use at the EGM are also enclosed. Shareholders who intend to attend the EGM shall complete and return the corresponding reply slip in accordance with the instructions printed thereon before Thursday, 6 August 2020.

Whether or not you are able to attend the EGM, you are strongly advised to complete and sign the enclosed proxy form, in accordance with the instructions printed thereon, and to lodge them with the Company’s Secretary Office of the Board in China (for Domestic Shareholders) at Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC or the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), 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 EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, the resolution to be considered, and if thought fit, to be passed at the EGM, shall be passed by way of a poll.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the resolution mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

By Order of the Board China BlueChemical Ltd.* Wu Xiaoxia

Company Secretary

• For identification purpose only

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APPENDIX I

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Articles	Articles		Proposed Amendments	Proposed Amendments	Proposed Amendments
	Articles	Current Articles	Proposed Amendments
	1	…… Having been approved by the Ministry of Commerce and the State-owned Assets Supervision and Administration Commission of the State Council of the People’s Republic of China, the Company is established by means of promotion, and obtained its corporate legal person business licence by registering with the Hainan Province Administration of Industry and Commerce on 25 April 2006. The Company’s business licence number is: Qi Gu Qiong Zong Zi No. 010070. The Promoters of the Company are: China National Offshore Oil Corporation, Zhejiang AMP Incorporation, Guangdong Agricultural Means of Production Corporation, Shanghai Municipal Agricultural Means of Production Corporation and Transammonia, Inc.	…… Having been approved by the Ministry of Commerce and the State-owned Assets Supervision and Administration Commission of the State Council of the People’s Republic of China, the Company is established by means of promotion, and obtained its corporate legal person business licence by registering with the Hainan Province Administration of Industry and Commerce on 25 April 2006. The Company’s current Unified Social Credit Code is 91460000721234704E.~~business licence number~~ ~~is: Qi Gu Qiong Zong Zi No. 010070.~~ The Promoters of the Company are: China National Offshore Oil Corporation (hereinafter ‘‘CNOOC’’), Z JAMP~~hejiang~~ Group Co., Ltd. (formerly known as Zhejiang AMP Incorporation , hereinafter ‘‘Zhejiang AMP’’), Guangdong Agricultural Means of Production Corporation (hereinafter ‘‘Guangdong Agricultural Means’’), Shanghai Municipal Agricultural Means of Production Company Limited (formerly known as Shanghai Municipal Agricultural Means of Production Corporation , hereinafter ‘‘Shanghai Agricultural Means’’) and Trammo, Inc. (formerly known as Transammonia, Inc. , hereinafter ‘‘Trammo’’).
3	3	Residence of the Company: No. 1 Zhu Jiang South Street, Dongfang City, Hainan Province ……	Residence of the Company: No. 3,Park Third Road, Basuo Town~~1 Zhu Jiang South Street~~ ~~,~~ Dongfang City, Hainan Province ……	3,Park Third
				~~SthStt~~

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIX I

Articles	Articles		Proposed Amendments	Proposed Amendments	Proposed Amendments
	Articles	Current Articles	Proposed Amendments
	19	Subsequent to its establishment, the ordinary shares issued pursuant to the first capital increase by the Company were 1,610,000,000 Overseas-listed Foreign Shares. The share capital structure of the Company, subsequent to the issue of shares by way of capital increase was: 4,610,000,000 ordinary shares, of which 2,738,999,512 Domestic Shares were held by the promoter, China National Offshore Oil Corporation, accounting for approximately 59.414% of the total number of ordinary shares issued by the Company; 25,000,122 Domestic Shares were held by the promoter, Zhejiang AMP Incorporation, accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; 25,000,122 Domestic Shares were held by the promoter, Guangdong Agricultural Means of Production Corporation, accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; 25,000,122 Domestic Shares were held by the promoter, Shanghai Municipal Agricultural Means of Production Corporation, accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; 25,000,122 Overseas-unlisted Foreign Shares were held by the promoter, Transammonia Inc., accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; and 1,771,000,000 Overseas-listed Foreign Shares were held by holders of Overseas-listed Foreign Shares, accounting for approximately 38.416% of the total number of ordinary shares issued by the Company.	Subsequent to its establishment, the ordinary shares issued pursuant to the first capital increase by the Company were 1,610,000,000 Overseas-listed Foreign Shares. The current share capital structure of the Company~~,~~ ~~subsequent to the issue of shares by way of~~ ~~capital increase was:~~ is 4,610,000,000 ordinary shares, of which 2,738,999,512 Domestic Shares were held by the promoter, CNOOC~~China~~ ~~National~~ ~~Offshore~~ ~~Oil~~ ~~Corporation~~ ~~,~~ accounting for approximately 59.414% of the total number of ordinary shares issued by the Company; 25,000,122 Domestic Shares were held by the promoter, Zhejiang AMP~~Incorporation~~ ~~,~~ accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; 25,000,122 Domestic Shares were held by the promoter, Guangdong Agricultural Means ~~of~~ ~~Production~~ ~~Corporation~~ ~~,~~ accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; 25,000,122 Domestic Shares were held by the promoter, Shanghai ~~Municipal~~ Agricultural Means~~of~~ ~~Production~~ ~~Corporation~~ ~~,~~ accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; 25,000,122 Overseas-unlisted Foreign Shares were held by the promoter, Trammo~~Transammonia Inc.~~ ~~,~~ accounting for approximately 0.542% of the total number of ordinary shares issued by the Company; and 1,771,000,000 Overseas-listed Foreign Shares were held by holders of Overseas-listed Foreign Shares, accounting for approximately 38.416% of the total number of ordinary shares issued by the Company.
	103	The Company shall have a board of directors consisting of seven to nine directors	The Company shall have consisting of five~~seven~~ to	a board of directors eleven~~nine~~ directors

Note: As for the proposed amendment to the Article 3 of the Articles of Association, the Company will apply to Administration of Market Regulation of Hainan Province for change registration and submit a change report to the competent commercial department subject to the approval of the residence change of the Company by the Shareholders at the EGM. The residence change of the Company will be completed once we obtain a renewed business license.

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APPENDIX II

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3983)

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of 2020 of China BlueChemical Ltd. (the ‘‘Company’’) (‘‘EGM’’) will be held at the Meeting Room 1401, Kaikang CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Wednesday, 26 August 2020 at 9: 00 a.m. for the purpose of considering and, if thought fit, passing of the following resolutions:

By way of special resolution:

1. To consider and approve the amendments to the articles of association of the Company and to authorise the Board to deal with on behalf of the Company the relevant filing and amendments (where necessary) procedures and other related issues arising from the amendments to the articles of association of the Company.

By order of the Board China BlueChemical Ltd.* Wu Xiaoxia Company Secretary

Beijing, the PRC 12 July 2020

As at the date of this notice, the executive director of the Company is Mr. Wang Weimin, the non-executive directors of the Company are Mr. Meng Jun and Mr. Guo Xinjun, and the independent non-executive directors of the Company are Ms. Karen Lee Kit Ying, Mr. Eddie Lee Kwan Hung and Mr. Yu Changchun.

• For identification purpose only

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NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

APPENDIX II

Notes:

1. In order to determine the list of shareholders who are entitled to attend and vote at the EGM, the register of members will be closed from 27 July 2020 to 26 August 2020 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for attendance at the EGM, all instruments of transfer, accompanied by the relevant H share certificates, must be lodged with the Hong Kong share registrar for H Shares, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on 24 July 2020. Shareholders of the Company whose names appear on the register of members of the Company on 26 August 2020 are entitled to attend the EGM.

2. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the EGM, such proxies may only vote on a poll.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

In order to be valid, in respect of holders of the domestic shares or unlisted foreign shares of the Company, the proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Company’s Secretary Office of the Board in China (Address: Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC) not less than 24 hours (i.e., by 9: 00 a.m., Tuesday, 25 August 2020) before the time fixed for holding the EGM. In respect of the Company’s H Shares, the said documents together must be lodged at the Company’s H Share Registrar within the abovementioned period by holders of H Shares. The H Share Registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the EGM if he/she so wishes.

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NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

APPENDIX II

1. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip in person, by post or by fax to the Company’s Secretary Office of the Board in China (for holders of the domestic shares or unlisted foreign shares of the Company) or Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Thursday, 6 August 2020. The Company’s Secretary Office of the Board in China is Room 1707, Kaikang CNOOC Mansion, No. 15, Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC (Tel: 0086-010-84527250, Fax: 0086-01084527254, Post code: 100029). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

2. Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.

3. The EGM is expected to last not more than one day. Shareholder or proxies attending the EGM are responsible for their own transportation and accommodation expenses.

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