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COSCO SHIPPING Development Co., Ltd. AGM Information 2012

Oct 19, 2012

50782_rns_2012-10-19_26d313de-d6c7-462c-bd98-0d85783eb527.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 02866)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Shipping Container Lines Company Limited (the “ Company ”) will be held at 2:00 p.m. on Wednesday, 5 December 2012 at the conference room of China Shipping Shanghai Yangshan International Container Storage & Transportation Co., Ltd., No. 156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions, and unless otherwise specified, terms defined in the announcement of the Company dated 20 September 2012 shall have the same meanings when used in this notice. In addition, a circular (the “ Circular ”) containing details of each of the following resolutions will be dispatched to the shareholders of the Company in accordance with Rule 19A.39A of the Listing Rules on or before 20 November 2012:

ORDINARY RESOLUTIONS

RESOLUTIONS IN RELATION TO THE CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTIONS

  1. THAT the proposed revised annual cap for the year ending 31 December 2012 for the transactions in respect of the products and services provided to the Group under the Master Supply Agreement, details of which are set out in the Circular, be and is hereby approved”;

* 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”.

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2. “ THAT

  • 2.1 the transactions in respect of products and services to be provided to the Group under the Master Supply Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

  • 2.2 the transactions in respect of services to be provided to the Group under the First Master Liner and Cargo Agency Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

  • 2.3 the transactions in respect of services to be provided to the Group under the First Master Loading and Unloading Agreement and Second Master Loading and Unloading Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

  • 2.4 the transactions in respect of containers to be purchased by the Group under the Revised Master Provision of Containers Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

  • 2.5 the transactions in respect of maximum daily outstanding balance of deposits (including accrued interest and handling fee) to be placed by the Group with CS Finance Company under the Financial Services Framework Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

  • 2.6 the transactions in respect of maximum daily outstanding balance of loans (including accrued interest and handling fee) to be granted by CS Finance Company to the Group under the Financial Services Framework Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

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  • 2.7 the transactions in respect of settlement services to be provided to the Group under the Financial Services Framework Agreement, and their proposed annual caps for each of the three years ending 31 December 2013, 2014 and 2015, details of which are set out in the Circular, be and are hereby approved;

  • 2.8 the Board be and is hereby authorised to do all such further acts and things and execute all such further documents and take all such steps which, in its absolute discretion, to implement and/or give effect to the the matters contemplated under the abovementioned resolutions”.

RESOLUTIONS IN RELATION TO THE APPOINTMENT OF NEW NON-EXECUTIVE DIRECTOR

  1. THAT

the appointment of Mr. Ding Nong (“Mr. Ding”) as a non-executive Director with effect from the conclusion of the EGM until the conclusion of the annual general meeting of the Company for the year 2012, i.e. on or around June 2013 be and is hereby approved;

The brief biographical details of Mr. Ding proposed to be appointed are set out in the paragraph (a) of the explanatory notes to this notice pursuant to Rule 13.51(2) of the Listing Rules.”

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SPECIAL RESOLUTIONS

RESOLUTIONS IN RELATION TO THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

  1. THAT

  2. (a) the proposed amendments to the Articles of Association, details of which are set out in the Circular, be and is hereby approved; and

  3. (b) the Board be and is hereby authorised to deal with, in its absolute discretion, all matters relating to the proposed amendments to the Articles of Association.”

By Order of the Board China Shipping Container Lines Company Limited Ye Yumang

Company Secretary

Shanghai, the PRC 19 October 2012

The Board as at the date of this notice comprises of Mr. Li Shaode, Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Zhang Guofa and Mr. Zhao Hongzhou, being executive Directors, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Zhang Rongbiao and Mr. Xu Hui, being non-executive Directors, and Mr. Shen Kangchen, Mr. Jim Poon (also known as Pan Zhanyuan), Mr. Shen Zhongying, Mr. Wu Daqi and Ms. Zhang Nan, being independent non-executive Directors.

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Notes:

  • (A) For the purpose of holding the EGM, the register of H shares members of the Company (“ Register of Members ”) will be closed from Tuesday, 6 November 2012 to Wednesday, 5 December 2012 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares whose names appear on the Register of Members at the close of business on Monday, 5 November 2012 are entitled to attend and vote at the EGM.

In order to attend the EGM, holders of the Company’s H shares shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H shares registrar, (“ Computershare ”) not later than 4:30 p.m. on Monday, 5 November 2012.

The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

  • (B) Holders of 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, i.e. no later than Wednesday, 14 November 2012.

Details of the Directorate Secretary Office of the Company are as follows:

4th Floor 450 Fu Shan Road Pudong New District Shanghai 200122 the People’s Republic of China

Tel: (8621) 6596 6978 (8621) 6596 6857 (8621) 6596 6512 Fax: (8621) 6596 6813

  • (C) 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.

  • (D) The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

  • (E) 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 Computershare at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

  • (F) If a proxy attends the EGM on behalf of a Shareholder, he should produce his identity card and the form of proxy signed by the Shareholder or his legal representative or his duly authorised attorney, 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 notarised copy of the resolution passed by the Board or other authorities or other notarised copy of the licence issued by such legal person Shareholder.

  • (G) Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, each of the resolutions set out in the notice of the EGM will be voted on by poll. Results of the poll voting will be published on the website of the Stock Exchange at www.hkexnews.hk after the EGM.

  • (H) The EGM is estimated to last for half a day. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.

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EXPLANATORY NOTE(S) TO THE NOTICE OF EGM

(a) Mr. Ding Nong (“ Mr. Ding ”)

Mr. Ding Nong, aged 51, is a senior engineer. Mr. Ding graduated from Shanghai Maritime University with master’s degree in transportation planning and management. Mr. Ding began his career in August 1982, and has served as chief ship engineer of Guangzhou Maritime Transportation Bureau, deputy manager of the Guangzhou Shipping Taihua Tanker Company, deputy general manager of Guangzhou Shipping (Group) Co., Ltd. (the Cargo Company of China Shipping Development Company Limited), general manager of China Shipping Suppliers & Trading Co., Ltd., general manager and party secretary of China Shipping & Sinopec Suppliers Co., Ltd., assistant to the President of China Shipping (Group) Company and general manager and deputy party secretary of China Shipping International Ship Management Co., Ltd. He has been acted as deputy general manager of China Shipping (Group) Company and a member of the CPC Committee since April 2012.

Save as disclosed above, Mr. Ding did not hold any other positions in the Company and/or its subsidiaries in the last three years. Save as disclosed above, Mr. Ding did not hold any directorship in any other publicly listed companies in Hong Kong or overseas in the last three years. Save as disclosed above, Mr. Ding does not have other major appointments and professional qualifications.

Save as disclosed above, Mr. Ding does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company (within the meaning of the Listing Rules).

Save as disclosed above, Mr. Ding does not have any other interests in any shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the date of this notice. Mr. Ding will enter in a service agreement with the Company for the term as mentioned above and will not receive any remuneration from the Company and its subsidiaries.

The Directors believe that there are no matters relating to Mr. Ding as the non-executive Director that need to be brought to the attention of the Shareholders and there is no information which requires to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

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