Stock Code: 600583
Stock Abbr.: COOEC
Announcement No.: Lin 2014-025
Announcement on the Resolutions of the 5th Meeting of the 5th
Board of Directors of Offshore Oil Engineering Co., Ltd.
Important Notes
The Board of Directors and all directors of the Company pledge that the announcement contains
no false records, misleading statements or major omissions, and bear joint and several liabilities
for the authenticity, accuracy and integrity of the announcement.
I. Meeting Holding
Offshore Oil Engineering Co., Ltd. (hereinafter referred to as "the Company") sent the Notice for Holding
the 5th Meeting of the 5th Board of Directors to all directors on August 20, 2014 by special person and
fax. On August 28, 2014, the Company convened the 5th Meeting of the 5th Board of Directors in Beijing
and Liu Jian, chairman of the Company, presided over the meeting.
All the seven directors who should attend the meeting were actually present; the director Yang Yun
entrusted the director Zhou Xuezhong to attend the meeting and exercise the voting right on his behalf,
and the independent director Zhu Wuxiang entrusted the independent director Chen Su to attend the
meeting and exercise the voting right on his behalf; some supervisors and senior managers of the
Company were present, and the meeting was convened and held in accordance with laws, regulations,
rules and the articles of association of the Company.
II. Deliberation on Board Meeting
The directors who attended the meeting have passed the following resolutions through careful
review and voting:
(I) The 2014 Semi-annual Report and Summary of the Company was adopted upon deliberation
with 7 in favor, 0 against and 0 abstention. (Refer to the websit e of Shanghai Stock Exchange
www.sse.com.cn for the full text.)
(II) The Bill on Increasing Business Scope of the Company was adopted upon deliberation with
7 in favor, 0 against and 0 abstention.
To get involved in the field of instrument automation produ cts and further enhance the
Company's EPCI capacity, the Board of Directors approved to increase "research,
development, manufacturing and sales of instrument automation products" to the original
business scope (subject to the verification of industry and commerce authority).
(III) The Bill on Procuring a Saturation Diving Support Vessel was adopted upon deliberation
with 7 in favor, 0 against and 0 abstention.
To meet the demand of the Company's oil and gas development and deepwater projects in
South China Sea and East China Sea, the Board of Directors approved the Company's wholly
owned subsidiary - COOEC Subsea Technology Co., Ltd. to procure a saturation diving support
vessel, with total investment of RMB 1,262,720,000, all which shall be raised by this subsidiary.
And the Board of Directors also approved relevant feasibility study report.
(IV) The Bill in Revising Articles of Association and Submitting to Shareholders' Meeting for
Authorizing the Board of Directors to Complete Industrial and Commercial Registration was
adopted upon deliberation with 7 in favor, 0 against and 0 abstention. (Refer to the website of
Shanghai Stock Exchange www.sse.com.cn for the full text.)
To get involved in the field of instrument automation products, the Company proposes to increase
business scope relating to instrument automation products and make corresponding modifications to the
articles of association. The modifications are as follows:
Revising Article XIII
The original article is:
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Stock Code: 600583
Stock Abbr.: COOEC
Announcement No.: Lin 2014-025
Article XIII Upon legal registration, the Company's business scope is as below:
EPCI contract; design of oil and gas (offshore oil engineering, manufacturing and maintenance of oil
machinery, pipeline transportation engineering, oil and gas processing engineering, oil and gas chemical
engineering and comprehensive utilization of oil and gas) and construction engineering; construction of
various offshore oil construction engineering and other offshore engineering; fabrication and installation
of various steel structures and grid structure engineering; manufacturing of pressure vessels; export of
the self-made products and technologies; import of raw and auxiliary materials, instruments, meters,
mechanical equipment, parts, accessories and technologies necessary to the production of the
Company; processing of imported materials, processing of supplied materials, processing of supplied
samples, assembling of supplied components and compensation trade; external management and
cooperation (contracting of the overseas offshore oil projects and domestic international bidding;
contracting of the survey, consultation, design and supervision of the above overseas projects; export of
equipment and materials necessary to the above overseas projects; labor service for above overseas
projects); domestic coastal transportation of general cargo; international route transportation of
merchandise; and leasing of self-owned house; sales of steel, pipes, cables, valves, instruments, meters
and hardware and electrical equipment (Special provisions shall prevail provided the state has
promulgated special provisions on operation of the above items).
It is proposed to be revised as below:
On the basis of the original Article XIII, "research, development, manufacturing and sales of instrument
automation products" will be added.
(V) The Bill on Convening the 2nd Temporary General Shareholders' Meeting of the Company
in 2014 was adopted upon deliberation with 7 in favor, 0 against and 0 abstention. (Refer to the
Notice of the Company on Convening the 2nd Temporary General S hareholders' Meeting in
2014 disclosed on the website of the Shanghai Stock Exchange on the same day for details.)
The bills adopted by the Board of Directors as stated in the above (II) and (IV) must be submitted to the
2nd Temporary General Shareholders' Meeting of the Company in 2014 for deliberation.
The announcement is hereby given.
Board of Directors of Offshore Oil Engineering Co., Ltd.
August 28, 2014
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