AI assistant
COSCO SHIPPING Development Co., Ltd. — AGM Information 2006
May 2, 2006
50782_rns_2006-05-02_98606a7e-ccdf-4ff7-91cb-bb4421a8dfca.pdf
AGM Information
Open in viewerOpens in your device viewer
==> picture [289 x 83] intentionally omitted <==
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 2866)
FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 20 JUNE 2006
No. of shares to which this form of proxy relates[1] Type of shares (domestic shares or H shares) to which this form of proxy relates[2]
I/We[3 ]
of
being shareholder(s) of CHINA SHIPPING CONTAINER LINES COMPANY LIMITED (the “Company”) hereby appoint[4] the Chairman of the Meeting or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China (the “PRC”) on Tuesday, 20 June 2006 at 2:00 p.m. and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of Annual General Meeting, and, if no such indication is given, as my/our proxy thinks fit.
==> picture [511 x 429] intentionally omitted <==
----- Start of picture text ----- RESOLUTIONS For [5] Against [5] Abstain [5]1. to consider and approve the report of the board of directors of the Company for the yearended 31 December 2005.2. to consider and approve the report of the supervisory committee of the Company for theyear ended 31 December 2005.3. to consider and approve the audited financial statements and the auditors’ report of theCompany and of the Group as at and for the year ended 31 December 2005.4. to consider and approve the proposed profit distribution plan and the final dividenddistribution plan of the Company for the year ended 31 December 2005 and to authorisethe board of directors of the Company to distribute such dividend to its shareholders.5. to consider and determine the remuneration of the directors and supervisors of theCompany for the year ending 31 December 2006.6. to consider and approve the appointment of PricewaterhouseCoopers, Hong Kong,Certified Public Accountants, and BDO Zhong Hua Certified Public Accountants as theCompany’s international and PRC auditors, respectively, to hold office until the conclusionof the following annual general meeting, and to authorise the audit committee of theboard of directors of the Company to determine their remuneration.7. to consider and approve the adoption of each code provision in the Code on CorporateGovernance Practices as set out in Appendix 14 to the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited as the Company’s corporategovernance code.8. to consider and approve amendments to parts of the methods for the implementation ofthe H share share appreciation rights scheme of the Company (the “ImplementationMethods”), including:(i) adding to the procedures for the exercise of the rights in the original ImplementationMethods that the person exercising the rights can directly exercise the rights throughthe special window for exercising rights on the Company’s website;(ii) changing the definition of “Unit Exercise Proceeds” in the original ImplementationMethods to:“if the person exercising the rights exercises the rights on the special window forexercising the rights on the Company’s website, the Unit Exercise Proceeds shall bethe amount of appreciation between the Exercise Price and the target price inputtedby the person exercising the rights in the special window for exercising the rightson the Company’s website, if the target price does not exceed the highest tradedprice per H share of the Company on the Stock Exchange on the Date of Exercise; ifthe person exercising the rights exercises the rights by submitting the “Applicationto Exercise the Rights”, the Unit Exercise Proceeds shall be the amount of appreciationbetween the Exercise Price and the target price inserted by the person exercising therights in the “Application to Exercise the Rights”, if the target price does not exceedthe highest traded price per H share of the Company on the Stock Exchange on theDate of Exercise”; and(iii) other amendments related to (i) and (ii) above.9. to consider and, if thought fit, approve the proposed special resolution (see overleaf forfull resolution)10. to consider and approve proposals (if any) put forward at such meeting by anyshareholder(s) holding 5 per cent or more of the shares carrying the right to vote at suchmeeting.----- End of picture text -----
* The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”.
Signature(s)[6] :
Date:
Notes:
-
Please insert the number of shares to which this form of proxy relates, which must not exceed the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
-
Please also insert the type of shares (domestic shares or H shares) to which this form of proxy relates.
-
Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in BLOCK LETTERS .
-
If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
-
IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A” ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, INDICATE WITH A” ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, INDICATE WITH A” ” IN THE BOX MARKED “ABSTAIN” . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
-
This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.
-
Where there are joint registered holders of any share, only the person whose name stands first on the register in respect of such share may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto.
-
To be valid, for holders of domestic shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to the Directorate Secretary Office of the Company at 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the PRC, 200122, not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, Shops, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong within the same period.
Resolution No.9 in full
- to consider and, if thought fit, approve the following:
“ THAT :
-
(1) there be granted to the board of directors of the Company an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, whether Domestic Shares or H Shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
-
(a) such mandate shall not extend beyond the Relevant Period save that the board of directors of the Company may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
-
(b) the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the board of directors of the Company shall not exceed:
-
(i) 20 per cent of the aggregate nominal amount of Domestic Shares of the Company in issue; and/or
-
(ii) 20 per cent of the aggregate nominal amount of H Shares of the Company in issue,
-
-
in each case as of the date of this Resolution; and
- (c) the board of directors of the Company, will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;
For the purposes of this Resolution:
- “Domestic Shares” means domestic invested shares in the share capital of the Company with par value of RMB 1.00 each, which are held in Renminbi by PRC investors;
- “H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value of RMB 1.00 each, which are subscribed for and traded in Hong Kong Dollars;
- “Relevant Period” means the period from the passing of this Resolution until the earliest of:
- (A) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; or
- (B) the expiration of the 12-month period following the passing of this Resolution; or
- (C) the date on which the authority set out in this Resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
-
(2) contingent on the board of directors of the Company resolving to issue shares pursuant to sub-paragraph (1) of this Resolution, the board of directors of the Company be authorised to:
-
(a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation, the time and place of issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);
-
(b) to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and
-
(c) to increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this Resolution, to register the increased capital with the relevant authorities in the PRC and to make such amendments to the Articles of Association of the Company as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company.”
-