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COSCO SHIPPING Development Co., Ltd. — AGM Information 2007
Aug 15, 2007
50782_rns_2007-08-15_184df1a1-8087-45d8-9939-fb4baed4e6ec.pdf
AGM Information
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2866)
NOTICE OF EXTRAODINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of China Shipping Container Lines Company Limited (“ Company ”) will be held at 9:30 a.m. on Saturday, 29 September 2007 (or immediately after the conclusion or adjournment of the Foreign Shareholders Class Meeting and the Domestic Shareholders Class Meeting) at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China (“ PRC ”) to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the Circular of the Company dated 15 August 2007:
Special Resolutions
1. Proposal for Initial Public Offering and Listing of A Shares
To cope with market competition and strengthen industry leadership, the Company keeps increasing capital expenditure for vessels and containers, step ups developing sea routes and building up sea route brands, and extends and intensifies foreign cooperation, all of which entail greater capital strength and financing efficiency. To that end, the Company plans initial public offering and listing of A Shares (“the Offering of A Shares”). The return to the A Share market may diversify the financing channels of the Company and provide the Company with greater margin in the selection of financial channels in the future. Also, as the customer group of the Company is mainly based in China, the return to the A Share market may enhance the brand influence and promote the sea route optimization strategy of the Company. The specific scheme of the Offering of A Shares is:
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(a) Type of shares to be offered: RMB ordinary shares (A Shares)
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(b) Number of A Shares to be offered: Not more than the higher of (i) 1,507,500,000 A Shares; or (ii) 20% of the enlarged issued share capital of the Company immediately after completion of the proposed A Share Issue and the Bonus Issue, assuming that the Bonus Issue is declared.
The final number of A Shares to be issued shall be determined by the Board based on the approval to be obtained from the CSRC and as authorized by the Shareholders at the EGM and separate Class Meetings, having regard to the relevant market conditions.
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(c) Par value: RMB1.00 per share
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(d) Target subscribers: Qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with).
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(e) Place of listing: Shanghai Stock Exchange
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(f) Methods of issue: The proposed A Share Issue shall be conducted via a combination of placement through (i) allotment to strategic investors; (ii) offline offering to investors subject to market consultation; and (iii) placement through online subscription; or other methods of issue approved by the CSRC.
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(g) Price determination method: The issue price range will be determined based on prevailing market conditions of the PRC securities market at the time when the A Share Issue takes place, by way of market pricing consultation mechanism or any other price determination method approved by the CSRC. The issue price will be determined by the Company and the underwriters according to the market conditions at the time of the A Share Issue.
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(h) Use of proceeds: The net proceeds of the offering of A Shares after deduction of offering expenses will be used to (i) construct container vessels; (ii) purchase assets related to container transportation business; (iii) strengthen the Company’s working capital base; and (iv) repay bank loans.
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(i) Plan for distribution of distributable profit before offering: Shareholders in the Offering of A Shares are not entitled to the distributable profit of the Group as at 30 June 2007. The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered.
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(j) Validity period of the resolution: The resolution on the Offering of A Shares shall be valid for 12 months since its adoption at the general meeting
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(k) Scope of authorization for the Board in the Offering of A Shares: (i) The Board is granted full right to decide and handle matters relating to the Offering of A Shares and listing (including but not limited to deciding the offering time, quantity, method, pricing method, price, target subscribers, number and percentage of A Shares offered to the respective subscribers); (ii) The Board is granted full right to sign the documents needed for the Offering of A Shares and listing (including but not limited to the prospectus, summary of the prospectus, sponsorship agreement, listing agreement and various announcements); (iii) The Board is authorized to amend the Articles of Association of the Company in line with the Offering of A Shares, and go through relevant examination, approval and registration formalities; (iv) The Board may propose to the general meeting to authorize the Board to decide and execute matters relating to using the proceeds from the Offering of A Shares to construct container vessels; purchase assets related to container transportation business; strengthen the Company’s working capital base; and repay bank loans (including but not limited to specific project, value, execution time and method); (v) The Board is authorized to go through other necessary formalities relating to the Offering of A Shares and listing, take other necessary actions relating to the Offering of A Shares and listing, and upon completion of the Offering of A Shares, go through formalities for the registration of relevant matters such as change of the registered capital of the Company. The Board may transfer the aforesaid authorizations to a specific director where appropriate.
The aforesaid matters shall be subject to adoption by special resolution at the general meeting, and are hereby proposed for consideration at the general meeting.
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2. Proposal Concerning the Plan for Distribution of Distributable Profit Before Offering
The plan for distribution of distributable profit before initial public offering of A Shares (“the Offering of A Shares”) is as follows:
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(a) Shareholders in the Offering of A Shares are not entitled to the distributable profit of the Group as at 30 June 2007.
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(b) Some of the distributable profit of the Group as at 30 June 2007 will be distributed as share dividend at par value, i.e. 5.5 bonus shares per 10 shares, totaling RMB3,316,500,000. The distribution of bonus shares shall be adopted by a special resolution at the general meeting and implemented upon approval by the relevant examination and approval authority.
The record relating to the share capital of the Company in the Articles of Association shall also be modified where appropriate after the distribution of bonus shares. Specifically,
Article 3.6 shall be amended as follows:
“With approval of SAAC, the number of common shares issued by the Company at the time of its incorporation was 3,830,000,000, which common shares were state-owned corporate shares, all held by China Shipping (Group) Company.
The number of overseas listed foreign shares at the IPO of the Company was 2,200,000,000 upon approval by the securities regulatory authority under the State Council. After issue of the aforesaid overseas listed foreign shares, the equity structure of the Company is: 6,030,000,000 common shares, including 3,610,000,000 held by China Shipping (Group) Company, accounting for approximately 59.87% of the common shares issued by the Company, and 2,420,000,000 held by shareholders of H Shares, accounting for approximately 40.13% of the common shares issued by the Company.
Upon approval by a special resolution at the second extraordinary general meeting of the Company in 2007 and approval by the examination and approval authority authorized by the State Council, the Company distributed its dividend as at 30 June 2007 as share dividend to holders of domestic shares and overseas listed foreign shares (i.e. 5.5 bonus shares per 10 shares, totaling RMB3,316,500,000). After the aforesaid distribution of dividends, the equity structure of the Company is: 9,346,500,000 common shares, including 5,595,500,000 held by China Shipping (Group) Company, accounting for approximately 59.87% of the common shares issued by the Company, and 3,751,000,000 held by shareholders of H Shares, accounting for approximately 40.13% of the common shares issued by the Company.”
Article 3.9 shall be amended as follows: “The registered capital of the Company is RMB9,346,500,000.”
In respect of the distribution of RMB3,316,500,000 shares as bonus shares, the general meeting is requested to authorize the Board (i) to execute distribution and handle matters relating to the examination, approval and registration of the amendments to the Articles of Association; (ii) to sign necessary documents relating to share dividend distribution; (iii) to go through other necessary formalities relating to the share dividend distribution and take other necessary actions relating to share dividend distribution.
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(c) The distributable profit of the Group as at 30 June 2007 after deduction of the aforesaid distribution will be distributed as cash dividend, and the specific distribution plan shall be formulated and implemented by the Board as authorized by the general meeting.
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(d) The distributable profit will be the lower of the distributable profits of the Group as at 30 June 2007 in the audited financial statement prepared under China Accounting Standards for Business Enterprises and that in the audited financial statement prepared under Hong Kong Financial Reporting Standard.
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(e) The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered.
The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered.
The aforesaid matters shall be subject to adoption by special resolution at the general meeting, and shall come into effect after the Proposal for Initial Public Offering and Listing of A Shares is approved at the general meeting and shareholders class meetings, and are hereby proposed for consideration at the general meeting.
3. Proposal for Election of an Additional Director
To improve the corporate governance structure of the Company, the Company plans to increase the number of independent non-executive directors from the existing 4 to 5 to bring it up to at least one third of the total number of directors of the Company in accordance with the best practices recommended in Appendix 14 Code on Corporate Governance Practices of SEHK Listing Rules, and relevant Chinese laws, regulations and regulatory documents.
As recommended by China Shipping (Group) Company, Mr. Shen Zhongying is nominated as independent director of the Company, which nomination will take effect after approval at the general meeting and the change of the Articles of Association arising therefrom is approved by the regulatory authority.
Meanwhile, the Articles of Association shall be amended as follows according to the aforesaid change of directors:
Article 10.1 shall be amended as follows:
“The Company shall have a board of directors, which shall report to general meetings. The Board shall consist of 14 directors, including at least 2 executive directors responsible for the daily assignments of the Company; the other directors are non-executive directors, who will not handle daily affairs of the Company, and at least 5 of them shall be independent nonexecutive directors. The Board shall have one chairman and two vice chairmen.”
The general meeting is requested to authorize the Board to go through formalities relating to the examination, approval and registration of the amendments to the Articles of Association and to determine the remuneration of the independent director elect and sign a service contract with the same.
The aforesaid matter shall be subject to adoption by a special resolution at the general meeting.
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4. Proposal Concerning Adjustment of Membership Structure of the Supervisory Committee of the Company
Article 118 of Company Law of the People’s Republic of China stipulates that the supervisory committee shall comprise shareholder representatives and an appropriate proportion of employee representatives, which proportion shall not be lower than one third. The Supervisory Committee of the Company now consists of six members, comprising three shareholder representatives, one employee representatives and two independent supervisors. In the light of the actual conditions of the Company, the Supervisory Committee of the Company now adjusts its membership to two shareholder representatives, two employee representatives and two independent supervisors. In accordance therewith, the Company removes shareholder representative supervisor Mr. Yao Guojian assigned by China Shipping (Group) Company from the position of shareholder representative supervisor, which removal will take effect after approval at the general meeting and the change of the Articles of Association arising therefrom is approved by the regulatory authority. The vacancy of supervisor shall be filled by an employee representative elected by the employees of the Company.
Meanwhile, the Articles of Association shall be amended as follows according to the aforesaid change of supervisors:
Paragraph 1 of Article 13.3 shall be amended as follows:
“The Supervisory Committee comprises two shareholder representatives, two employee representatives and two independent supervisors. Shareholder representatives and independent supervisors shall be elected and removed at general meetings, and employee representatives shall be elected and removed democratically by the employees of the Company.”
The general meeting is requested to authorize the Board to go through formalities relating to the examination, approval and registration of the amendments to the Articles of Association and to authorize the Supervisory Committee to determine the remuneration of the independent director elect and sign a service contract with the same.
The aforesaid matter shall be subject to adoption by a special resolution at the general meeting.
5. Proposal Concerning Amendments to the Articles of Association
The Company plans to issue and list A Shares. Pursuant to relevant Chinese laws, regulations and regulatory documents, if an H-Share company issues shares on the A Share market, the Company shall, while continuing to execute Mandatory Provisions for the Articles of Association to Be Listed Overseas, amend its Articles of Association pursuant to Guide to Articles of Association of Listed Companies and other laws, regulations and regulatory documents. The said amendment to the Articles of Association shall be subject to adoption by a special resolution at the general meeting and approval by the relevant regulatory authority of the state, and shall come into effect as from the date on which the A Shares of the Company are listed with a domestic stock exchange. After offering of A Shares is approved and A Shares are offered, the general meeting is requested to authorize the Board to make amendment as it deems necessary and appropriate pursuant to the governing laws and regulations and the requirements of the relevant government agency of China and to go through examination, approval and registration formalities with the relevant government agency after A Shares are
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offered. The amended Articles of Association shall come into effect upon approval by the relevant regulatory authority. The general meeting is also requested to authorize the Board to set special committees pursuant to the Articles of Association and relevant clauses of the appendix thereto.
6. Proposal Concerning Rules of Procedure of Shareholders’ General Meeting
To further regulate the behavior of the Company and enable the shareholders to exercise their functions and powers pursuant to law, the secretariat of the Board has drafted out Rules of Procedure for General Meetings of China Shipping Container Lines Co., Ltd. pursuant to relevant laws and regulations including Company Law (amended 2005) and Securities Law and in the light of the actual conditions of the Company. These rules of procedure shall be subject to adoption by a special resolution at the general meeting and shall come into effect at the same time as the amendments to the Articles of Association made for offering of A Shares come into effect.
This proposal is hereby submitted for consideration at the general meeting.
7. Proposal Concerning Rules of Procedure of Meetings of the Board of Directors
In order to regulate the operational and decision making procedures of the Board of Directors of the Company, to make the directors and the Board effectively perform their duties, and to ensure the standard operation and scientific decision-making of the Board, the secretariat of the Board has drafted out Rules of Procedure for Board Meetings of China Shipping Container Lines Co., Ltd. pursuant to Company Law, Securities Law and Standards for the Governance of Listed Companies. These rules of procedure shall be subject to adoption by a special resolution at the general meeting and shall come into effect at the same time as the amendments to the Articles of Association made for offering of A Shares come into effect.
This proposal is hereby submitted for consideration at the general meeting.
8. Proposal Concerning Rules of Procedure of Meeting of the Supervisory Committee
To further regulate the rules of procedure and decision-making of the supervisory committee of the Company, make the supervisors and the supervisory committee effectively perform their supervisory duties, and improve the governance structure of the Company, the Rules of Procedure for Meetings of the Supervisory Committee of China Shipping Container Lines Co., Ltd. is formulated pursuant to Company Law, Securities Law and Standards for the Governance of Listed Companies. These rules of procedure shall be subject to adoption by a special resolution at the general meeting and shall come into effect at the same time as the amendments to the Articles of Association made for offering of A Shares come into effect.
This proposal is hereby submitted for consideration at the general meeting.
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Ordinary Resolution
9. Proposal Concerning Fair Decision-Making System for Connected Transactions
In order to regulate the connected transactions of China Shipping Container Lines Co., Ltd. (“the Company”) and protect the legitimate rights and interests of the investors, especially small and medium investors, the Regulations on Connected Transactions of the Company are formulated pursuant to Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, Listing Rules of Shanghai Stock Exchange (amended 2006), Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and other laws, regulations and regulatory documents, and Articles of Association of China Shipping Container Lines Co., Ltd. These Regulations shall be subject to adoption by a special resolution at the general meeting and shall come into effect at the same time as the amendments to the Articles of Association made for offering of A Shares come into effect. The general meeting is requested to authorize the Board to amend the aforesaid Regulations as it deems necessary, appropriate and favorable pursuant to the governing laws and regulations and the requirements of the relevant government agency of China.
This proposal is hereby submitted for consideration at the general meeting.
By Order of the Board China Shipping Container Lines Company Limited Li Shaode Chairman
Shanghai, the People’s Republic of China 15 August 2007
Notes:
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Details of (a) the revised Articles of Association; (b) the Rules and Procedures of Shareholders’ General Meetings; (c) the Rules and Procedures of Meetings of the Board of Directors; (d) the Rules and Procedures of Meetings of the Supervisory Committee; and (e) the Fair Decision-Making System for Connected Transactions, are set out in Appendices I to V respectively to the Circular.
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Shareholders are reminded to read carefully details of the proposed A Share Issue and Bonus Issue as well as the relevant content of the proposals made by the Company in relation to the use of proceeds from the A Share Issue and the dividends as declared in the Bonus Issue.
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The address of Computershare Hong Kong Investor Services Limited is as follows:
46th Floor, Hopewell Centre 183 Queen’s Road East Hong Kong
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- Holders of domestic shares or H shares, who intend to attend the EGM, must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the EGM. Details of the Directorate Secretary Office of the Company are as follows:
3rd Floor 450 Fu Shan Road Pudong New District Shanghai The People’s Republic of China 200122 Tel: 86-21-6596-6666 Fax: 86-21-6596-6813
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Each holder of H shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.
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The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified.
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To be valid, for holders of H shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, the address of which is set out in Note 3 above, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.
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The holder of domestic shares is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on its behalf at the EGM. Notes 5 to 7 also apply to the holder of domestic shares, except that the proxy form or other documents of authority must be delivered to the Directorate Secretary Office of the Company, the address is set out in Note 4 above, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.
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If a proxy attends the EGM on behalf of a Shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, such representative should produce his/her identity card and the notarized copy of the resolution passed by the board of directors or other authorities or other notarized copy of the license issued by such legal person Shareholder.
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Pursuant to Articles 8.18 to 8.20 of the Articles of Association of the Company, at the EGM, a resolution shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:
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(a) by the chairman of the meeting;
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(b) by at least two Shareholders entitled to vote present in person or by proxy;
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(c) by one or more Shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote at the meeting.
The demand for a poll may be withdrawn by the person who makes such demand. A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded. On a poll taken at the meeting, a Shareholder (including proxy) entitled to two or more votes need not cast all his or her votes in the same way.
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- Notice is hereby given that pursuant to the Articles of Association of the Company, for the purpose of holding the EGM, the register of H Share members will be closed from 31 August 2007 to 29 September 2007 (both days inclusive), during which period no transfer of shares of the Company will be registered. Shareholders whose names appear on the register of H Share members at the close of business on 1 September 2007 are entitled to attend and vote at the EGM. Shareholders whose names appear on the register of H Share members at the close of business on 29 September 2007 are entitled to the Bonus H Shares.
In order to attend the EGM and to qualify for the Bonus H Shares, holders of the Company’s H shares shall lodge all transfers together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H shares registrar, at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 30 August 2007.
- The EGM is expected to last for half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
The Board as at the date of this announcement comprises of Mr. Li Shaode, Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive directors, Mr. Ma Zehua, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Xu Hui, being non-executive directors, and Mr. Hu Hanxiang, Mr. Shen Kangchen, Mr. Wang Zongxi and Mr. Jim Poon (also known as Mr. Pan Zhanyuan), being independent non-executive directors.
- 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”.
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