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China Oilfield Services Limited — Proxy Solicitation & Information Statement 2011
Jan 21, 2011
50789_rns_2011-01-21_10d90098-f117-4252-b1a2-45bb5a95b6db.pdf
Proxy Solicitation & Information Statement
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(Incorporated in the People’s Republic of China as a joint stock limited liability company) (Stock code: 2883)
Proxy Form for 2011 First Extraordinary General Meeting
Number of Shares H Shares/A Shares* related to this proxy form
I(We) [(note][1)] 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 Extraordinary General Meeting (“EGM”) to be held at 3:00 p.m. (Beijing time) on 8 March 2011 (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.
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Special Resolutions For Against Abstain
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- “ THAT the use of proceeds in connection with the A Share Issue be and is hereby approved by the Shareholders to be amended as follows: It is intended that the proceeds in connection with the A Share Issue will be used for the following projects: (1) building of oilfield service vessel(s) (approximately RMB3.54 billion (approximately HK$4.04 billion);
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(2) building of 200 feet jack-up rig(s) (approximately RMB1.24 billion (approximately HK$1.41 billion);
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(3) building of deep-water AHTS vessel(s) (approximately RMB 1.03 billion (approximately HK$1.17 billion));
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(4) building of twelve-streamer seismic vessel(s) (approximately RMB 760 million (approximately HK$866 million)); and
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(5) building of deep-water survey vessel(s) (approximately RMB 430 million (approximately HK$490 million).
The Company may invest in the above projects through utilizing its internal resources before the proceeds from the A Share Issue is made available to the Company. When the proceeds is available, the Company is authorised to apply the proceeds to any injected capital in relation to the above projects which is incurred before the completion of the A Share Issue. In the event that the proceeds in connection with the A Share Issue is not sufficient for the purpose of the above projects, the Company will utilise other funding sources to cover the shortfall.”
Date:
2011
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).
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(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.
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(4) IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “AGAINST”. 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 Meeting other than that referred to in the Notice convening the Meeting.
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(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.
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(6) Completion and return of this form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.
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(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 16 February 2011 (Wednesday) are entitled to attend and vote at the EGM.
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(8) H shareholders who intend to attend the EGM must complete and return the written replies for attending the EGM to the Company’s Hong Kong registered office by facsimile or post no later than 15 February 2011 (Tuesday)
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Address: 65/F., Bank of China Tower
- 1 Garden Road, Hong Kong
Tel: (852) 2213 2515 Fax: (852) 2525 9322
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(9) Each shareholder of the Company who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM. Where a shareholder has appointed more than one proxy to attend the EGM, such proxies may only vote on a poll or a ballot. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized 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 authorized. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. For holders of H Shares, the power of attorney or other documents of authorization and proxy forms must be delivered to the Company’s registered office at 65/F., Bank of China Tower, 1 Garden Road, Hong Kong by post or facsimile, no less than 24 hours before the time appointed for the holding of the EGM 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 abovementioned time.
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(10) H shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited and A shareholders 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 Tuesday, 15 February 2011 are entitled to attend the EGM. Transferees of H Shares who wish to attend the EGM 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 15 February 2011 (Tuesday) 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
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(11) 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.
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(12) Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.
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