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This Document Is Important and Requires Your Immediate Attention THIS DOCUMENT 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 professional advisers. If you have sold or transferred all your shares in CSSC Offshore & Marine Engineering (Group) Company Limited, you should at once hand this circular together with the proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker 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. (a joint stock company with limited liability incorporated in the People’s Republic of China) (H Share Stock Code: 00317) CONNECTED AND DISCLOSEABLE TRANSACTION IN RELATION TO THE ENTERING INTO THE PHASE I RELOCATION AGREEMENT OF WENCHONG SHIPBUILDING; APPOINTMENT OF AUDITORS FOR 2019 AND ELECTION OF A SUPERVISOR Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Vinco Capital Limited (A wholly-owned subsidiary of Vinco Financial Group Limited) A letter from the Board is set out on pages 4 to 17 of this circular. A letter from the Independent Board Committee is set out on pages 18 to 19 of this circular. A letter from the Independent Financial Advisor is set out on pages 20 to 33 of this circular. The AGM will be held at the Conference Room, 2nd Floor, Hongfan Hotel, No. 126 Gexin Road, Haizhu District, Guangzhou, PRC at 10:30 a.m. on Tuesday, 28 May 2019. The notice convening the AGM, the proxy form and the reply slip have been sent to the Shareholders on 22 March 2019. The supplemental notice convening the AGM and the revised proxy form have been sent to the Shareholders on 7 May 2019. Any Shareholder who is entitled to attend and vote at the AGM has the right to appoint one or more proxies to do so on behalf of himself. The proxy need not be a Shareholder. In order to ensure validity, a completed proxy form and other authorization documents (if any) must be delivered to the registered office of the Company not less than 24 hours before the time scheduled for the holding of the AGM (i.e. before 10:30 a.m. on Monday, 27 May 2019). Shareholders of H shares must deliver the completed proxy forms and other authorization documents (if any) to the Company’s H share Registrar, Hong Kong Registrars Limited at Hopewell Center at 17M Floor, 183 Queen’s Road East, Wan Chai, Hong Kong. A Shareholder who has completed and delivered a proxy form can still attend the AGM and vote in person. 10 May 2019 CONTENTS Page DEFINITIONS ...................................................................................................................... 1 LETTER FROM THE BOARD .......................................................................................... 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .................................. 18 LETTER FROM VINCO CAPITAL ................................................................................. 20 APPENDIX I GENERAL INFORMATION ................................................................ 34 – i – DEFINITIONS In this circular, the following expressions have the following meanings, unless the context requires otherwise: “A Share(s)” domestic share(s) of the Company with a nominal value of RMB1.00 each, listed on the Shanghai Stock Exchange “AGM” the annual general meeting of 2018 of the Company to be held at Conference Room, 2nd Floor, Hongfan Hotel, No. 126 Gexin Road, Haizhu District, Guangzhou, the PRC at 10:30 a.m. on Tuesday, 28 May 2019 or at any adjournment thereof “Articles of Association” the articles of association of the Company “Board” the board of Directors of the Company “Company” CSSC Offshore & Marine Engineering (Group) Company Limited, a joint-stock company incorporated in the PRC with limited liability, the H shares of which are listed on the main board of the Hong Kong Stock Exchange (H share stock code: 317) and the A shares of which are listed on the Shanghai Stock Exchange (A share stock code: 600685) “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules “CSSC” China State Shipbuilding Corporation Limited* (中國船 舶工業集團有限公司), a state-owned enterprise and a state-authorized investment institution directly supervised and administered by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC (國務院國有資產監督管理委員會). As at the Latest Practicable Date, CSSC directly and indirectly holds 847,685,990 Shares of the Company, representing 59.97% of the issued Shares of the Company, and is a controlling shareholder of the Company “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries – 1 – DEFINITIONS “GSI” Guangzhou Shipyard International Company Limited (廣船國 際有限公司), a company incorporated in the PRC on 25 May 2006 and a non-wholly-owned subsidiary of the Company as at the Latest Practicable Date, owned as to 76.4214% by the Company “Guangzhou Ship” Guangzhou Ship Industrial Co., Ltd., a subsidiary of CSSC “H Share(s)” the overseas listed foreign invested shares of the Company listed on the Hong Kong Stock Exchange “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Huangpu Wenchong” CSSC Huangpu Wenchong Shipbuilding Company Limited, a 69.02%-owned subsidiary of the Company “Independent Board Committee” an independent committee of the Board established to consider the Transaction under the Relocation Agreement, comprising the independent non-executive Directors “Independent Financial Advisor” Vinco Capital Limited, a licensed corporation to carry out and “Vinco Capital” type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial advisor engaged by the Company to advise the Independent Board Committee and the Independent Shareholders on the discloseable and connected transaction contemplated under the Relocation Agreement “Independent Shareholder(s)” shareholder(s) of the Company other than CSSC and its associates, who is/are not involved in or interested in the Transaction under the Relocation Agreement “Latest Practicable Date” 10 May 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Lease Agreement” the lease agreement entered into between Guangzhou Ship as lessor and Huangpu Wenchong and Wenchong Shipyard as lessees on 1 May 2014 relating to, among other things, the leasing of the Wenchong Shipyard Land from Guangzhou Ship by Wenchong Shipyard “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange – 2 – DEFINITIONS “Phase I Relocation Land” an area to the west of Wenchuan Road and shipway of the Wenchong Shipyard Land “PRC” or “China” the People’s Republic of China and, for the sole purposes of this circular, excludes Taiwan, Hong Kong and Macau Special Administrative Region of the PRC “Relocation Agreement” or an agreement dated 26 April 2019 between Wenchong “Phase I Relocation Agreement” Properties and Wenchong Shipyard in relation to the compensation to be made by Wenchong Properties to Wenchong Shipyard for the loss from shutdown, relocation and resettlement of Wenchong Shipyard arising from and the handover of the Phase I Relocation Land to Wenchong Properties “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” collectively, the H Shares and A Shares of the Company “Shareholder(s)” holder(s) of Shares “subsidiary(ies)” shall have the meanings ascribed to it under the Listing Rules “Supervisor(s)” the supervisor(s) of the Company “Transaction” pursuant to the Relocation Agreement, Wenchong Shipyard ceases production at and relocates from the Phase I Relocation Land for resettlement, and Wenchong Properties compensates Wenchong Shipyard for the loss from shutdown, relocation and resettlement of Wenchong Shipyard “Wenchong Shipyard” or Guangzhou Wenchong Shipyard Co., Ltd, a wholly-owned “Wenchong Shipbuilding” subsidiary of Huangpu Wenchong “Wenchong Shipyard Land” a parcel of land located to the south of 1 Wenchuan Road, Huangpu District, Guangzhou, the PRC with a total site area of 638,777 square metres “Wenchong Properties” Guangzhou Wenchong Properties Co., Ltd., a company 100% directly held by CSSC “%” per cent. * for identification purposes only – 3 – LETTER FROM THE BOARD (a joint stock company with limited liability incorporated in the People’s Republic of China) (H Share Stock Code: 00317) Executive Directors: Registered Office: Mr. Han Guangde (Chairman) 40 South Fangcun Main Road Mr. Chen Zhongqian Liwan District Mr. Chen Liping Guangzhou Mr. Sheng Jigang The People’s Republic of China Mr. Xiang Huiming Postal Code: 510382 Mr. Chen Ji Non-executive Director: Mr. Shi Jun Independent non-executive Directors: Mr. Wang Yichu Mr. Min Weiguo Mr. Liu Renhuai
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