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COSCO SHIPPING Development Co., Ltd. — AGM Information 2008
May 9, 2008
50782_rns_2008-05-09_db5e820a-66bf-4b52-824e-b572fdc7ddcc.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)
FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 26 JUNE, 2008
No. of H shares to which this form of proxy relates[1]
I/We[2]
of
being shareholder(s) of China Shipping Container Lines Company Limited (the “ Company ”) hereby appoint[3] the Chairman of the Meeting (as defined below) or
of
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| RESOLUTIONS (see Note A) | RESOLUTIONS (see Note A) | RESOLUTIONS (see Note A) | RESOLUTIONS (see Note A) | For4 | Against4 | Abstain4 | |||
|---|---|---|---|---|---|---|---|---|---|
| 1. | to consider and approve the audited | financial statements and the auditors’ report of the | |||||||
| Company as at and for the year ended 31 December, 2007; | |||||||||
| 2. | to consider and approve the proposed profit | distribution plan of the Company for the year | |||||||
| ended 31 December, 2007; | |||||||||
| 3. | to consider and approve the report of | the board of directors of the | Company (the “Board”) | ||||||
| for the year ended 31 December, 2007; | |||||||||
| 4. | to consider and approve the report of the supervisory committee | of the Company for the | |||||||
| year ended 31 December, 2007; | |||||||||
| 5. | to consider and approve the annual report and its summary of the Company prepared under | ||||||||
| the requirements of the Shanghai Stock Exchange for the year ended 31 December, 2007; | |||||||||
| 6. | to consider and approve the appointment of PricewaterhouseCoopers, Hong Kong, | ||||||||
| Certified Public Accountants as the Company’s international auditor, to hold office for the | |||||||||
| year 2008, and to authorize the | audit | committee of the Board to determine | its | ||||||
| remuneration; | |||||||||
| 7. | to consider and approve the appointment | of Vocation International Certified Public | |||||||
| Accountants as the Company’s PRC auditor, to hold office for the year 2008, and | to | ||||||||
| authorize the audit committee of the | Board | to determine its remuneration; | |||||||
| 8. | to consider and determine the remuneration of the directors | and supervisors of the | |||||||
| Company for the year ending 31 December, 2008; | |||||||||
| 9. | to consider and ratify the increase in | remuneration of the directors and supervisors of the | |||||||
| Company who concurrently occupy | management positions of the Company for the year | ||||||||
| ended 31 December, 2007; | |||||||||
| 10. | to consider and approve the appointment of | Mr. Kou Laiqi as a supervisor of the Company | |||||||
| with effect from the conclusion of the Meeting until the conclusion of the annual general | |||||||||
| meeting of the Company for the year | 2009, i.e. on or around June 2010 and the resignation | ||||||||
| of Mr. Tu Shiming as a supervisor of the Company; | |||||||||
| 11. | to consider and approve amendments | to parts of the methods for the implementation of the | |||||||
| H share share appreciation rights (the “Rights”) scheme (the “Scheme”) of the Company | |||||||||
| (the “Methods”), details of which are set out in Note (I) to the notice of the Meeting. |
Note A: Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the notice to the shareholders of the Company dated 9 May, 2008.
- The Company is registered as a non-Hong Kong 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”.
Date:
Signature(s)[5] :
Notes:
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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).
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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 .
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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.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “INDICATE WITH A “ ✔ ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM ✔ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION,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.
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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.
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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.
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To be valid, for holders of H shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to Computershare Hong Kong Investor Services Limited, at Rooms 1806-1807,18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong,, not less than 24 hours before the time appointed for the Meeting.
APPENDIX TO RESOLUTION NO. 11
Reference is made to the Company’s circular dated 26 August, 2005 and the Company’s notices of annual general meeting dated 18 April, 2006 and 30 April 2007 respectively, setting out, amongst others, a summary of the principal terms of the Scheme and the Methods as well as the amendments thereof.
The following is a summary of the principal amendments proposed by the Board to Chapter 10 of the Methods:
(i) Bonus issue
Units of the Rights (after adjustment) = units of the Rights (before adjustment) × [original total share capital + number of bonus shares] ÷ original total share capital
(ii) Split of shares
Units of the Rights (after adjustment) = units of the Rights (before adjustment) × split multiples
(iii) Repurchase of shares
Units of the Rights (after adjustment) = units of the Rights (before adjustment) × [original total share capital – number of shares repurchased] ÷ original total share capital
(iv) Consolidation of shares
Units of the Rights (after adjustment) = units of the Rights (before adjustment) ÷ consolidation multiples
The abovementioned amendment is also applicable to the adjustment of the exercise price of the Rights and units number of the Rights as a result of the bonus issue on the basis of 5.5 bonus shares for every 10 existing shares implemented in 2007 by the Company.