CSSC Offshore & Marine Engineering (Group) Company Limited (Stock Code: 00317) (the 「Company」) entered into a 2026 Framework Agreement with China State Shipbuilding Corporation (「CSSC」) to continue the ongoing connected transactions for the period from 1 January 2026 to 31 December 2026, following the completion of the 2025 Framework Agreement on 31 December 2025.
The 2026 Framework Agreement covers transactions such as the provision of shipping products and equipment by the Company to CSSC Group, and the procurement of materials, technical support, leasing, and labor services by the Company from CSSC Group. It also includes sales agency services and guarantee services provided by CSSC Group to the Company.
One or more percentage ratios calculated under the Hong Kong Listing Rules exceed 5%, making certain parts of these ongoing transactions subject to reporting, announcement, and approval by independent shareholders. Meanwhile, the provision of guarantee services by CSSC Group is exempt from certain approval requirements under Rule 14A.90 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Given that some transactions also exceed the 25% major transaction threshold, major transaction requirements under Chapter 14 of the Listing Rules are triggered.
The 2026 Framework Agreement and the proposed annual caps remain subject to independent shareholders’ approval at the forthcoming extraordinary general meeting. CSSC’s indirect controlling interests—China State Shipbuilding Corporation Limited and CSSC International Holding Company Limited—plan to abstain from voting on the relevant resolutions. The Company intends to dispatch a circular containing further details, including opinions from an independent board committee and an independent financial adviser, by 12 December 2025.
In line with internal control procedures, the Company will continue to monitor transaction amounts, pricing terms, and compliance measures to ensure that all connected transactions under the 2026 Framework Agreement are conducted on normal commercial terms and in the ordinary course of business.