China Oilfield Services Limited — Proxy Solicitation & Information Statement 2016

Jun 17, 2016

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Oilfield Services Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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(Incorporated in the People’s Republic of China as a joint stock limited liability company) (Stock Code: 2883)

(1) PROPOSED PROVISION OF GUARANTEES FOR SUBSIDIARIES (2) PROPOSED APPOINTMENT OF DIRECTORS (3) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 9 of this Circular.

A notice convening the EGM to be held at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC, at 10:00 a.m. on Friday, 22 July 2016, is set out on pages 10 to 11 of this circular.

Reply slip and proxy form for use at the said meeting are enclosed herewith. Shareholders who intend to attend the EGM shall complete and return the reply slip in accordance with the instructions printed thereon before Thursday, 30 June 2016.

Shareholders who intend to appoint a proxy to attend the EGM are requested to complete the proxy form in accordance with the instructions printed thereon. The proxy form shall be lodged with the registrar of H Shares of the Company, Computershare Hong Kong Investor Services Limited 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 (as the case may be). Completion and return of the proxy form will not prevent you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

17 June 2016

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Proposed Provision of Guarantees for Subsidiaries . . . . . . . . . . . . . . . . . . . .	3
III.	Proposed Appointment of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	Proposed Amendment to the Articles of Association . . . . . . . . . . . . . . . . . .	7
V.	The Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VI.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
VII.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
**Notice of **	2016 First Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context otherwise requires:

• “Articles of Association” the articles of association of the Company;

• “A Shares” domestic share(s) of nominal value of RMB1.00 each in the capital of the Company which are listed on the Shanghai Stock Exchange;

• “EGM” the 2016 First Extraordinary General Meeting of the Company to be held at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC, at 10:00 a.m. on Friday, 22 July 2016, or any adjournment thereof;

• “Board” the board of Directors of the Company;

• “Company” 中海油田服務股份有限公司 (China Oilfield Services Limited), a joint stock company incorporated in the PRC with limited liability, the A Shares of which are listed on the Shanghai Stock Exchange and the H Shares of which are listed on the main board of the Stock Exchange;

• “Company Law” the Company Law of the PRC;

• “Directors” the directors of the Company;

• “H Share(s)” overseas listed foreign share(s) of nominal value of RMB1.00 each in the share capital of the Company which are listed on the Main Board of the Stock Exchange and subscribed for in Hong Kong dollars;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• “PRC” the People’s Republic of China;

• “RMB” Renminbi, the lawful currency of the PRC;

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

• “Shanghai Stock Exchange” 上海證券交易所 (Shanghai Stock Exchange);

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DEFINITIONS

“Share(s)” A Shares and H shares of the Company; “Shareholder(s)” the holder(s) of the Share(s) of the Company; and “Stock Exchange” The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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

(Stock Code: 2883)

Board of Directors: Liu Jian (Chairman) * Li Yong Li Feilong Cheng Chi Law Hong Ping, Lawrence Fong Chung, Mark Wong Kwai Huen, Albert*

• Non-executive Director

Legal address in the PRC: 3-1516 Hebei Road Haiyang New and Hi-Tech Development Zone Tanggu, Tianjin The PRC

Registered Office in Hong Kong: 65/F, Bank of China Tower 1 Garden Road Hong Kong

• ** Independent non-executive Director

17 June 2016

To the Shareholders:

Dear Sir or Madam,

(1) PROPOSED PROVISION OF GUARANTEES FOR SUBSIDIARIES (2) PROPOSED APPOINTMENT OF DIRECTORS

(3) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purposes of this circular are to give you notice of the EGM and to provide you with information regarding the resolutions relating to (i) the proposed provision of guarantees for subsidiaries, (ii) the proposed appointment of directors and (iii) the proposed amendment to the Articles of Association.

II. PROPOSED PROVISION OF GUARANTEES FOR SUBSIDIARIES

Pursuant to the relevant provisions of the Articles and Association and the relevant requirements of the Shanghai Stock Exchange, any guarantee provided for a person or an entity which debt-to-asset ratio exceeding 70% shall be put forward to the Shareholders’ general meeting for consideration and approval.

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LETTER FROM THE BOARD

The proposal on the provision of guarantees for a total amount up to RMB2 billion during the period between 15 June 2016 and the conclusion of 2016 annual general meeting for certain wholly-owned subsidiaries of the Company and certain non-wholly-owned subsidiaries which the Company can effectively control (the “ Relevant Resolution ”) has been approved at the Board meeting held on 15 June 2016. Among these subsidiaries, the debt-to-asset ratio of the following subsidiaries exceeded 70% as at 31 May 2016:

• COSL MIDDLE EAST FZE

• COSL MEXICO S.A. DE C.V.

• COSL (Australia) Pty. Ltd.

• COSL Canada Ltd.

• COSL (Labuan) Company Ltd.

• COSL DRILLING PAN-PACIFIC LTD.

• COSL OIL-TECH (SINGAPORE) LTD.

• COSL DRILLING POWER PTE. LTD.

• COSL DRILLING CRAFT PTE. LTD.

• COSL DRILLING STRIKE PTE. LTD.

• COSL Drilling Pan-Pacific (Malaysia) Sdn. Bhd.

(collectively, the “ Relevant Subsidiaries ”)

Although the Relevant Resolution has been approved by the Board effective, the provision of guarantees for the Relevant Subsidiaries is subject to the Shareholders’ approval by way of ordinary resolution at the EGM.

III. PROPOSED APPOINTMENT OF DIRECTORS

Pursuant to the Company Law and the Articles of Association, the Board proposes the appointment of Mr. Qi Meisheng as an executive director and a member of Nomination Committee of the Company as a replacement of Mr. Li Yong. The Board also proposes the appointment of Mr. Dong Weiliang as an executive director and the appointment of Mr. Xie Weizhi as a non-executive director of the Company, a member of Remuneration and Assessment Committee of the Company as a replacement of Mr. Cheng Chi.

At the EGM, ordinary resolutions will be proposed to the Shareholders to consider and approve the appointment of Mr. Qi Meisheng and Mr. Dong Weiliang as executive Directors, and Mr. Xie Weizhi as a non-executive Director.

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LETTER FROM THE BOARD

The biography of Mr. Qi Meisheng is set out below.

Mr. Qi Meisheng , age 47, Chinese, CEO and President of COSL. He graduated from China University of Petroleum (East China) with bachelor degree of drilling engineering and was granted EMBA of CEIBS in 2013. He served as Vice President of COSL from December 2013 to June 2016, the GM of COSL Drilling from December 2013 to December 2015. From June 2010 to December 2013, he served as GM of COSL Drilling. From May 2009 to June 2010, he served as Vice GM of COSL Drilling and CEO of CDE. From September 2008 to May 2009, he served as Vice GM of COSL Drilling and Director Assistant of CDE. From July 2006 to September 2008, he served as Vice GM of COSL Drilling. From March 2006 to July 2006, he served as Assistant of GM in COSL Drilling. From December 2004 to March 2006, he served as Safety Director of COSL Drilling. From January 2002 to December 2004, he served as Rig Manager of NH6. From August 2000 to January 2002, he served as Rig Manager of NH2. He served variety positions in Nanhai West Oil Company and China Offshore Oil Southern Drilling Company from July 1991 to August 2000. Mr. Qi has been working in oil & gas industry for more than 25 years.

Save as disclosed above, Mr. Qi has not held any directorship in other listed companies in the past three years.

Save as disclosed above, Mr. Qi has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Qi does not have any interest in the shares of the Company within the meaning of Part XV of SFO.

Subject to the approval at the EGM, Mr. Qi will enter into a service contract with the Company for a term of three years as director, subject to re-election at the general meeting of the Company. Mr. Qi’s annual remuneration will be determined pursuant to the Articles of Association, taking into account the recommendations made by the Remuneration and Assessment Committee of the Company and with reference to his duties and responsibilities with the Company.

Save for disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules and the Company is not aware of any other matters that need to be brought to attention of Shareholders.

The biography of Mr. Dong Weiliang is set out below.

Mr. Dong Weiliang , age 58, Chinese, Bachelor in Petroleum Geology of Geological Department. Mr. Dong has been Executive Vice President and CIO of COSL from August 2013 to June 2016. He has been Executive Vice President and Legal Advisor of COSL from September 2011 to August 2013, and Executive Vice President and Chief Technical Officer of COSL from June 2007 to September 2011. He served as General Manager of Technology Development Department of CNOOC between July 2003 and June 2007. He held the position of CNOOC Research Center Director from May 2001 to July 2003. Between April 1999 and May 2001, Mr. Dong was Deputy General Manager at CNOOC China Limited – Zhanjiang Branch. Mr. Dong had held a number of positions in China Offshore Oil Nanhai West Corporation, including Chief Geologist from September 1996 to April 1999, President

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LETTER FROM THE BOARD

of Research Institute of Exploration and Development Science from May 1994 to September 1996, Vice President of Research Institute of Exploration and Development Science from May 1993 to May 1994, Assistant and Group Leader in Research Institute from 1982 to 1993. Mr. Dong has over 34 years of working experience in the oil and natural gas industry.

Save as disclosed above, Mr. Dong has not held any directorship in other listed companies in the past three years.

Save as disclosed above, Mr. Dong has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Dong does not have any interest in the shares of the Company within the meaning of Part XV of SFO.

Subject to the approval at the EGM, Mr. Dong will enter into a service contract with the Company for a term of three years, subject to re-election at the general meeting of the Company. Mr. Dong’s annual remuneration will be determined pursuant to the Articles of Association, taking into account the recommendations made by the Remuneration and Assessment Committee of the Company and with reference to his duties and responsibilities with the Company.

Save for disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules, and the Company is not aware of any other matters that need to be brought to attention of Shareholders.

The biography of Mr. Xie Weizhi is set out below.

Mr. Xie Weizhi , age 52, Chinese, graduated from Xiamen University Finance Department with a Bachelor in Economics majoring in Finance in 1986. He received his MBA degree from Guanghua School of Management, Peking University in 2001. Mr. Xie served as staff, Accounting Department Vice Chief and Chief, and Vice Manager of CNOOC Nanhai West Corporation Finance Department from August 1986 to October 1996; He served as Vice Manager of CNOOC Finance Department from October 1996 to April 2000 and Manager of CNOOC Finance Department from April 2000 to August 2001. Mr. Xie was General Manager of CNOOC Funds Department from August 2001 to January 2002 and General Manager of CNOOC Finance from January 2002 to February 2011. He served as General Manager Assistant of Aluminium Corporation of China and Executive Director of Chinalco Finance Company Limited from February 2011 to July 2011. He served as General Manager Assistant of Aluminium Corporation of China, Executive Director of Chinalco Finance Company Limited, and Director and President of Chalco Overseas Holdings Limited from July 2011 to October 2011. He served as General Manager Assistant of Aluminium Corporation of China, Executive Director of Chinalco Finance Company Limited, Director and President of Chalco Overseas Holdings Limited, and Executive Director and President of Chinalco Mining Corporation International from October 2011 to February 2012. Mr. Xie served as General Manager Assistant of Aluminium Corporation of China, Executive Director of Chinalco Finance Company Limited, Director and President of Chalco Overseas Holdings Limited, and Director of Chinalco Mining Corporation International from February 2012 to February 2013. He was Vice President and CFO of Chalco Co., Ltd., Executive Director of Chinalco Finance Company Limited, Director and President of Chalco Overseas

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LETTER FROM THE BOARD

Holdings Limited, and Non-Executive Director of Chinalco Mining Corporation International from February 2013 to March 2013. He served as Vice President and CFO of Chalco Co., Ltd., Executive Director of Chinalco Finance Company Limited, and Non-Executive Director of Chinalco Mining Corporation International from March 2013 to February 2014. He served as Vice President and CFO of Chalco Co., Ltd. and Executive Director of Chinalco Finance Company Limited from February 2014 to March 2014. Mr. Xie was the Vice President and CFO of Chalco Co., Ltd., President of Chalco Hong Kong Limited, and Executive Director of Chinalco Finance Company Limited from March 2014 to September 2015. He served as Vice President and CFO of Chalco Co., Ltd. and Executive Director of Chinalco Finance Company Limited from September 2015 to November 2015. Mr. Xie also served as General Manager Assistant of Aluminium Corporation of China, Chairman of Chinalco Finance Company Limited, and Director of Chalco Iron Ore Holdings Limited from November 2015 to February 2016; and Chief Auditor and Audit Department Director of Aluminium Corporation of China, Chairman of the Supervisory Committee of Chinalco Finance Company Limited, and Director of Chalco Iron Ore Holdings Limited from February 2016 to May 2016. Mr. Xie has been serving as General Manager of the Finance and Assets Department of CNOOC since June 2016.

Save as disclosed above, Mr. Xie has not held any directorship in other listed companies in the past three years.

Save as disclosed above, Mr. Xie has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Xie does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Subject to the approval at the EGM, Mr. Xie will enter into a service contract with the Company for a term of three years, subject to re-election at the general meeting of the Company. Mr. Xie will not receive any emolument from the Company.

Save for disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules, and the Company is not aware of any other matters that need to be brought to attention of Shareholders.

IV. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

For meeting the need of the development of the Company, the Company intends to put forward to the Shareholders a proposal to amend Article 105 of the Articles of Association (the “ Proposed Amendment ”).

The original Article 105 is set out below:

“The Company shall establish a board of directors. The board of directors shall be composed of 7 directors, who shall include one chairman and may include one vice chairman of the board of directors.

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LETTER FROM THE BOARD

The board of directors is independent of the controlling organizations (herein meaning those corporations, enterprises or institutions with the status of legal person which control the Company).

The external directors (herein meaning those directors who do not hold office in the Company) shall represent not less than 50 percent of the members of the board of directors, of which at least 3 directors shall be independent directors (herein meaning those directors who are independent to the shareholders and do not hold office in the Company).”

Amended Article 105 is hereby set out below (amendment being underlined):

“The Company shall establish a board of directors. The board of directors shall be composed of 7 to 9 directors, who shall include one chairman and may include one vice chairman of the board of directors.

The board of directors is independent of the controlling organizations (herein meaning those corporations, enterprises or institutions with the status of legal person which control the Company).

The external directors (herein meaning those directors who do not hold office in the Company) shall represent not less than 50 percent of the members of the board of directors, of which at least 3 directors shall be independent directors (herein meaning those directors who are independent to the shareholders and do not hold office in the Company).”

The Proposed Amendment is subject to the approval by the Shareholders by way of a special resolution at the EGM.

V. THE EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC, at 10:00 a.m. on Friday, 22 July 2016, is set out on pages 10 to 11 of this circular.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the EGM will be voted by poll.

The accumulative voting system may be adopted by the Company pursuant to the provisions of the Articles of Association or a resolution of the general meeting for the election of directors at the general meeting. Under the accumulative voting system, each Share shall be entitled to votes equivalent to the number of directors to be elected for the election of directors at the general meeting, and Shareholders may consolidate their voting rights when casting a vote.

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LETTER FROM THE BOARD

For the purpose of determining the entitlement for attendance and voting at the EGM, the H Shares register of members of the Company will be closed from Friday, 1 July 2016 to Thursday, 21 July 2016, both days inclusive, during which period no transfer of Shares will be effected. In order to attend and vote at the EGM, 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 Thursday, 30 June 2016. Holders of A Shares should contact the secretary of the Board for details concerning registration of transfers of A Shares.

Shareholders can attend and vote in person or appoint a proxy to attend and vote at the EGM. Shareholders who intend to appoint a proxy to attend the EGM are requested to complete the proxy form in accordance with the instructions set out therein and return it to the secretary office of the Board of directors at the Company’s principal place of business in the PRC for holders of the A Shares and at 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, for holders of H shares of the Company as soon as possible but in any event, not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.

VI. RECOMMENDATION

The Directors consider that (1) proposed provision of guarantees for subsidiaries, (2) proposed appointment of directors and (3) proposed amendment to the Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

VII. RESPONSIBILITY STATEMENT

This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purposes of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

Yours faithfully For and on behalf of

CHINA OILFIELD SERVICES LIMITED Wang Baojun Company Secretary

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NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

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(Incorporated in the People’s Republic of China as a joint stock limited liability company) (Stock Code: 2883)

NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 First Extraordinary General Meeting (“ EGM ”) of China Oilfield Services Limited (the “ Company ”) will be held at Room 504, CNOOC Plaza, 25 Chaoyangmen North Avenue, Dongcheng District, Beijing, the PRC, at 10:00 a.m. on Friday, 22 July 2016 for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

• (1) To consider and approve the provision of guarantees by the Company for the relevant subsidiaries as set out in the section headed “Letter from the Board – Proposed Provision of Guarantees for Subsidiaries” in the circular dated 17 June 2016.

• (2) To consider and approve the appointment of Mr. Qi Meisheng as an executive director of the Company with immediate effect.

• (3) To consider and approve the appointment of Mr. Dong Weiliang as an executive director of the Company with immediate effect.

• (4) To consider and approve the appointment of Mr. Xie Weizhi as a non-executive director of the Company with immediate effect.

AS A SPECIAL RESOLUTION

• (5) To consider and approve the proposed amendment to the articles of association of the Company.

By Order of the Board of China Oilfield Services Limited Wang Baojun Company Secretary

17 June 2016

As at the date hereof, the executive directors of the Company are Messrs. Li Yong and Li Feilong, the non-executive director of the Company are Messrs. Liu Jian (Chairman) and Cheng Chi, and the independent non-executive directors of the Company are Messrs. Law Hong Ping, Lawrence, Fong Chung, Mark and Wong Kwai Huen, Albert.

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NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

• (1) All resolutions at the EGM will be voted by poll pursuant to the Hong Kong Listing Rules and the results of the poll will be published on the Stock Exchange’s and the Company’s websites in accordance with the Hong Kong Listing Rules.

• (2) 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 1 July 2016 (Friday) are entitled to attend and vote at the EGM.

• (3) H shareholders who intend to attend the EGM must complete and return the reply slip for attending the EGM to the Company’s Hong Kong registered office by facsimile or post no later than 30 June 2016 (Thursday):

Address: 65/F., Bank of China Tower 1 Garden Road, Hong Kong Tel: (852) 2213 2515 Fax: (852) 2525 9322

• (4) 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. 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 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 holding 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 above-mentioned time.

• (5) 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 30 June 2016 are entitled to attend the EGM. The Company’s register of members will be closed from 1 July 2016 (Friday) to 21 July 2016 (Thursday) (both days inclusive), during which time no transfer of shares will be registered. 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 30 June 2016 (Thursday) 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

• (6) 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.

• (7) The EGM is expected to last no more than one day. Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.

• (8) The accumulative voting system will be adopted by the Company for the election of director(s) at the EGM.

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