Announcement on Providing Guarantee for the Subsidiary Company - Offshore Oil Engineering (Qingdao) Co., Ltd. by Offshore Oil Engineering Co., Ltd. Important Notes The board of directors and all the 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. Important notes Name of warrantee: Offshore Oil Engineering (Qingdao) Co., Ltd. (hereafter referred to as "Qingdao Company"), which is the holding subsidiary company of Offshore Oil Engineering Co., Ltd. (hereafter referred to as "the Company"). The amount guaranteed: refers to the parent company guarantee issued to the Party A - Brunei Shell Petroleum in terms of the Brunei BSP project by Qingdao Subsidiary Company, the amount guaranteed is USD 8.25 million; also refers to the parent company guarantee issued to the general contractor KVAERNER Company in terms of Norway Nyhamna Project by Qingdao Subsidiary Company, the amount guaranteed is USD 1.1 million. The amount guaranteed for two projects mentioned above is USD 9.35 million in total. Any counter guarantee: No. Aggregate amount of external guarantees: after this guarantee takes effects, the Company provided six guarantees for the subsidiary company in total, with aggregate amount guaranteed of USD 0.6142 billion, equivalent to about RMB 3.815 billion (based on the exchange rate of 1 dollar for 6.212 yuan), accounting for 23.01% of 2013 audited net asset of the Company. There is no other external guarantee. Aggregate amount of external guarantees overdue: No. I. Guarantee overview (I) Parent company guarantee issued to Party A - Brunei Shell Petroleum in terms of the BSP Project by Qingdao Company The Qingdao Company signed the BSP project contract with Brunei Shell Petroleum on December 16, 2013. The contract is a unit price contract, with pre-estimated contract amount of USD 46 million. The BSP project is located in Brunel and is a part of offshore oilfield platform group funded and constructed by Brunei Shell Petroleum. For the work contracted by Qingdao Company including 6 jackets and 6 assembly blocks, the predicted construction tonnage is about 17,500 t. The working scope of the project includes: material procurement (excluding the principal materials provided by the Owner) and storage, processing design, land construction, pre-commissioning and commissioning support, weighing, shipment and fixation, inspection and quarantine, customs clearance/ customs declaration, project management, owner services, etc. The contract construction duration is from the first quarter of 2014 to the first quarter of 2016. Based on the contract agreement, the Company, as the parent company of Qingdao Company, shall provide parent company guarantee after signing the contract. In accordance with the contract agreement, the maximum compensation responsibility is USD 8.25 million. It is estimated that the guarantee period is from the guarantee issuing date to March 31, 2018. The guarantees mentioned above have passed the absolute majority deliberation by more than 2/3 members of board of directors and it is unnecessary to be reviewed and approved by the general meeting of shareholders of the Company. (II) Parent company guarantee issued to general contractor KVAERNER Company in terms of 1
Norway Nyhamna Project by Qingdao Company The Qingdao Subsidiary Company of the Company signed the Nyhamna Project contract with Norway KVAERNER Company. The contract is a unit price contract, with pre-estimated contract amount of USD 11 million. The Owner of Norway Nyhamna Project is SHELL Company and the general contractor is KVAERNER Company. The work of Qingdao Company after winning the bid involves the construction of 17 modules including Nyhamna onshore gas station facilities. The maximum module is about 300 t and the minimum module is about 40 t. KVAERNER is responsible for the provision of all principal materials and the Qingdao Company is responsible for the procurement of consumable materials and construction auxiliary materials, land construction pre-commissioning and commissioning cooperation, weighing, shipment and fixation, inspection and quarantine, customs clearance/ customs declaration, project management, owner support services, etc. The contract construction duration is from the August 18, 2014 to July 30, 2015. Based on the contract agreement, the Company, as the parent company of Qingdao Company, shall provide parent company guarantee after signing the contract. In accordance with the contract agreement, the maximum compensation responsibility is 10% of the contract amount (about USD 1.1 million). It is estimated that the guarantee period is from the guarantee issuing date to October 30, 2017. The guarantees mentioned above have passed the absolute majority deliberation by more than 2/3 members of board of directors and it is unnecessary to be reviewed and approved by the general meeting of shareholders of the Company. II. Basic information of warrantee 1. Name of warrantee: Offshore Oil Engineering (Qingdao) Co., Ltd. 2. Legal representative: Chen Baojie 3. Business scope: General operating projects: construction and installation of marine oil and gas development engineering and auxiliary projects, oil industry engineering and construction; oil and gas engineering design, outfitting, oil and gas processing engineering construction and repair; construction and installation of industrial and civil steel structure work; reelpipe fabrication; anode casting; NDT inspection business; offshore structure installation; ocean engineering; constructional engineering; foundation engineering detection; monitoring; security evaluation, design and repair; water structure, pipeline maintenance; underwater detection and diving engineering services; operation of the company produced products and technology export business; operation of raw and auxiliary materials, instrument and meter, mechanical equipment, import business of spare and accessory parts as well as technologies required for the production of the enterprise; operation of imported materials processing; contracting oversea offshore oil engineering and domestic international bidding project; contracting the survey, consulting, design and supervising project of oversea works mentioned above; equipment and materials export required by oversea projects mentioned above; shipbuilding (excluding fishery vessel, national vessel approved specially); various mechanical equipment leasing and relevant services required for land construction of office building, workshop, ship and offshore structures; marketing of steel, pipe fitting, cable, valve, instrument and meters as well as hardware and electrical equipment. 4. Qingdao Company is the holding subsidiary of the Company. The Company directly holds 99% of its shares and the wholly-owned subsidiary COOEC Subsea Technology Co., Ltd. indirectly holds 1% of its shares. 5. Qingdao Company is in good credit status. 6. The assets conditions and profit status of Qingdao Company are as follows: 2013 Annual Major Financial Data (audited) Unit: ten thousands yuan Currency: RMB 2
Major accounting data By the end of December 31, 2013 Total assets 578,681.30 Total liabilities 144,721.68 Total current liabilities 137,994.30 Total bank loan 0 Net asset 433,959.62 Major accounting data 2013 (full year) Operating income 435,935.21 Net profit 77,120.56 Major Financial Data in the First Quarter of 2014 (unaudited) Unit: ten thousands yuan Currency: RMB Major accounting data By the end of March 31, 2014 Total assets 584,249.58 Total liabilities 135,411.02 Total current liabilities 128,824.54 Total bank loan 0 Net assets 448,838.56 Major accounting data The first quarter of 2014 Operating income 84,675.65 Net profit 15,234.38 Important or common matters: No. III. Major contents of guarantee agreement (I) Major contents of parent company guarantee issued to Brunei Shell Petroleum Major contents of guarantee: the Company, as the main liable party, will provide guarantee to Qingdao Company and perform or take necessary measures to assume relevant responsibilities if the Qingdao Company violates responsibilities stipulated in the contract. Guarantee style: the Company will provide the guaranty of joint liability for the contract performance of Qingdao Company. Guarantee type: performance guarantee. 3
Guarantee period: the predicted guarantee period is from the guarantee issuing date to March 31, 2018. Guarantee amount: USD 8.25 million. (II) Major contents of parent company guarantee issued to KVAERNER Company Major guarantee contents: the Company, as the main liable party, will provide guarantee to Qingdao Company and perform or take necessary measures to assume relevant responsibilities if the Qingdao Company violates responsibilities stipulated in the contract. Guarantee style: the Company will assume the guaranty of joint liability for the contract performance of Qingdao Company. Guarantee type: performance guarantee. Guarantee period: the predicted guarantee period is from the guarantee issuing date to October 30, 2017. Guarantee amount: USD 1.10 million. IV. Opinions of board of directors The board of directors of the Company believes that the guarantee mentioned above is normal production and operation arrangement and the warrantee is an enterprise which is under the actual control of the Company, in good operation status and has controllable guarantee risks. V. Opinions from independent directors 1. The Company provides letter of guarantee for subsidiary comapny - Offshore Oil Engineering (Qingdao) Co., Ltd. It is required by the daily production and operation of the Company. 2. The Company provides guarantee for its subsidiary at this time, which can master the credit status at any time and is able to strictly control and prevent guarantee risks. 3. The guarantee items and decision-making procedures conform to the [2003] No. 56 Document, Notice on Regulating Current Funds between Listed Companies and Related Parties and Several Issues Related to the External Guarantee of Listed Company, issued by China Securities Regulatory Commission, [2005] No. 120 Document Notice on Regulating the External Guarantee Behaviors of Listed Company and other relevant documents as well as relevant provisions in Stock Listing Rules of Shanghai Stock Exchange and Article of Association. 4. The guarantee items are fair and reasonable. No circumstances that damage the interests of the Company and minority shareholders are found. 5. All independent directors agreed to this guarantee items. VI. Aggregate amount of external guarantees After this guarantee takes effects, the company provided six guarantees for the subsidiary in total, with aggregate amount guaranteed of USD 0.6142 billion, equivalent to about RMB 3.815 billion (based on the exchange rate of 1 dollar for 6.212 yuan), accounting for 23.01% of 2013 audited net asset of the Company. The specific guarantees are as follows. Unit: a hundred million dollar Currency: USD No. Major guarantee contents Guarantee amount 1 Parent company guarantee letter issued to Party A - Chevron Australia in terms of the LNG plant process module construction 1.8 4
of Gorgon Project for Qingdao Subsidiary Company 2 3 4 5 6 Parent company guarantee issued to Party A - JKC Company in terms of the ICHTHYS LNG module construction project for Qingdao Subsidiary Company The letter of commitment provided for Qingdao Subsidiary Company in respect of issuing of bank guarantee to JCK Company by Standard Chartered Bank (China) Co., Ltd. Guarantee issued to CMBC Leasing Company for the financial leasing of deepwater multi-functional installation vessel by Shenzhen Subsidiary Company Parent company guarantee issued to Party A - Brunei Shell Petroleum in terms of BSP Project for Qingdao Subsidiary Company Parent company guarantee letter issued to general contractor - KVAERNER Company in terms of the Norway Nyhamna Project for Qingdao Subsidiary Company 3.054 1.194 0.083 0.011 Aggregate amount guaranteed 6.142 The Company does not provide any other guarantees except for the guarantees mentioned above. There is no overdue guarantee. VII. Annexes of Internet Announcements 1. 2013 audited financial statement of Qingdao Subsidiary Company of Offshore Oil Engineering VIII. Directory of documents for future reference 1. Resolutions at the 3rd meeting of the 5th board of director of Offshore Oil Engineering; 2. Independent opinions from the independent directors of Offshore Oil Engineering on the guarantee issued to Qingdao Company; 3. Business license copy of Qingdao Company; 4. Guarantee agreement. The announcement is hereby made. Board of Directors of Offshore Oil Engineering Co., Ltd. April 25, 2014 5