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China Oilfield Services Limited Proxy Solicitation & Information Statement 2013

Nov 14, 2013

50789_rns_2013-11-14_3c5c60fd-a361-4eef-a109-a8da2a4ea14f.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 Extraordinary General Meeting

Number of Shares related H Shares/A Shares* to this proxy form

I(We) [(Note][1)]

being the holder(s) of [[(Note]][2)]

of being the holder(s) of [[(Note]] 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 10:00 a.m. (Beijing time) on 20 December 2013 (Friday) at Meeting Room I+II, JW Marriott Shenzhen, 6005 Shennan Boulevord, Futian District, Shenzhen, Guangdong, P.R.C. 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) “ THAT (a) the master agreement dated 5 November 2013 (the “ Master Agreement ”) entered into between the Company and China National Offshore Oil Corporation (“ CNOOC ”), a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose, pursuant to which, the Company and its subsidiaries (the “ Group ”) and CNOOC and its subsidiaries (excluding the Group, the “ CNOOC Group ”) will enter into various transactions contemplated under the Master Agreement (the “ Continuing Connected Transactions ”), be and is hereby approved, ratified and confirmed; (b) the cap amounts in relation to the Oilfield Services (as defined in the circular of the Company dated 14 November 2013 (the “ Circular ”)), the Machinery Leasing, Equipment, Material and Utilities Services (as defined in the Circular) and the Property Services for the three financial years ending 31 December 2016 as set out in the Circular, be and are hereby approved.” (2) “ THAT the re-election of Mr. Li Feilong as an executive director of the Company be and is hereby approved with immediate effect.” SPECIAL RESOLUTION For Against Abstain (3) “ THAT article 11 of the articles of association be deleted in its entirety and substituting therefor by the following new Article 11: Article 11. The scope of business of the Company is subject to the items authorized by the company registration authority. The scope of business of the Company includes: authorized operating items: dispatching workers overseas, to match with the capacity, scale and operation required by the foreign projects; transportation with cargo ships, oil tankers, chemical tankers for coastal areas of the Mainland China, middle and lower section of Yangtze River and Pearl River Delta, crude oil shipping transportation for the harbors in Bohai Bay (effective until 30 June 2015); transportation by high-speed passenger liner along Tianjin water area (effective until 1 April 2018); general cargo transportation. General operating items: provision of prospecting, exploration, development and mining services for oil, natural gas and other minerals; geotechnical engineering and soft ground handling, underwater remote mechanical operation, pipeline inspection and maintenance, orientation, data processing and interpretation, well drilling, well completion, gamma logging, well testing, cementing, mud-logging, drilling mud preparation, wall perforation, core sampling, directional drilling project, downhole operation, well repair, oil well stimulation, downhole sand control, running and pulling oil tubing, filtration and handling of underground incidents; provision of equipment, tools and instruments, inspection, maintenance, leasing and sales of pipes in relation to the above services; drilling fluids, cement additive, oilfield chemical additives, special tools, mechanical and electrical products, instrumentation, oil and gas well perforating equipment; contracting of overseas engineering projects; sales of mechanical and electrical products, communication products and chemical products (excluding hazardous chemicals); import and export business; provision of marine support and transportation services, anchoring, equipment, facilities, maintenance, loading and unloading as well as other labor services for the exploration, development and production of oilfields; sales of accessories for vessels, machinery and electronic equipment. According to the domestic and international market trends, business needs in the PRC and its own growth capability and its business performance, the Company may adjust its investment policies and business scope and mode on a timely basis; as well as set up branches and offices in the PRC and areas including Hong Kong, Macau and Taiwan (whether wholly-owned or not), subject to approvals by resolution of the general meeting and relevant governmental authorities.”

(note 5)

Signature:

2013

Date:

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”. 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 Extraordinary General Meeting other than that referred to in the Notice convening the Extraordinary 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 Extraordinary General Meeting and voting in person if you so wish. In the event that you attend the Extraordinary General Meeting after having lodged this form of proxy, it will be deemed to have been revoked.

  • (7) H Share shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited on 30 November 2013 (Saturday) are entitled to attend and vote at the Extraordinary General Meeting.

  • (8) H Share shareholders who intend to attend the Extraordinary General Meeting should complete and return the written replies for attending the Extraordinary General Meeting to the Company’s Hong Kong registered office by facsimile or post no later than 29 November 2013 (Friday) for the Company to assess whether or not it is necessary to despatch the Notice of general meeting again:

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 Extraordinary General Meeting is entitled to attend in person or appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Extraordinary General Meeting. Where a shareholder has appointed more than one proxy to attend the Extraordinary 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 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 certified by a notary public. For H Share shareholders, the power of attorney or other documents of authorization and 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 Extraordinary General Meeting in order for such documents to be valid. For A Share shareholders, the abovementioned documents must be delivered to the secretary office of the board of the Company before the above-mentioned time.

  • (10) H Share shareholders whose names appear on the Company’s register of members maintained by Computershare Hong Kong Investor Services Limited and A Share 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 29 November 2013 are entitled to attend the Extraordinary General Meeting. The Company’s register of members will be closed from 30 November 2013 (Saturday) to 19 December 2013 (Thursday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the Extraordinary 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 29 November 2013 (Friday) for completion of the registration of the relevant transfer in accordance with the Articles of Association of the Company.

The address of Computershare Hong Kong Investor Services Limited 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 Extraordinary General Meeting. 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.

  • (12) Shareholders or proxies attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

  • Please delete as appropriate