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COSCO SHIPPING Development Co., Ltd. AGM Information 2014

Apr 29, 2014

50782_rns_2014-04-29_550cf0d6-b642-4644-b59f-cb91c83ac51e.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 announcement, 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 announcement.

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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 2013 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2013 (the “ AGM ”) of China Shipping Container Lines Company Limited (the “ Company ”) will be held at 9:30 a.m. on Thursday, 26 June 2014 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, 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 circular of the Company dated 30 April 2014 (the “ Circular ”) shall have the same meanings when used in this notice.

ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year ended 31 December 2013.

  2. To consider and approve the work report of independent non-executive Directors for the year ended 31 December 2013.

  3. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2013.

  4. To consider and approve the audited financial statements and the auditors’ report of the Company and its subsidiaries for the year ended 31 December 2013.

  5. To consider and approve the annual report of the Company prepared in accordance with the requirements of the jurisdiction where its shares are listed for the year ended 31 December 2013.

  6. To consider and approve the proposed profit distribution plan for the Company for the year ended 31 December 2013.

  7. 7(a). To consider and approve the appointment of Mr. Liu Xihan as a non-executive director of the Company.

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  • 7(b). To consider and approve the appointment of Mr. Yu Zenggang as a non-executive director of the Company.

  • To consider and determine the remuneration of the Directors and supervisors of the Board for the year 2014.

  • 9(a). To re-appoint Baker Tilly China Certified Public Accountants as the Company’s PRC auditor for the year of 2014, and to authorise the audit committee of the Board to determine its remuneration.

  • 9(b). To re-appoint Baker Tilly China Certified Public Accountants as the Company’s internal control auditor for the year of 2014, and to authorise the audit committee of the Board to determine its remuneration.

  • 9(c). To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the Company’s international auditor for the year of 2014, and to authorise the audit committee of the Board to determine its remuneration.

SPECIAL RESOLUTION

  1. To consider and approve the Proposed Amendments, details of which are set out in the Circular.

By Order of the Board

China Shipping Container Lines Company Limited

Yu Zhen

Joint Company Secretary

Shanghai, the PRC 30 April 2014

The Board as at the date of this announcement comprises of Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Mr. Wang Daxiong, Ms. Su Min, Mr. Ding Nong, Mr. Chen Jihong and Mr. Zhang Rongbiao, being non-executive Directors, and Ms. Zhang Nan, Mr. Teo Siong Seng, Mr. Chen Lishen, Mr. Guan Yimin and Mr. Shi Xin, being independent non-executive Directors.

  • The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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Notes:

  • A. For the purpose of holding the AGM, the register of H shares members of the Company (“ Register of Members ”) will be closed from Tuesday, 27 May 2014 to, Thursday, 26 June 2014 (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, 26 May 2014 are entitled to attend and vote at the AGM.

In order to attend the AGM, 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 share registrar (“ Computershare ”), not later than 4:30 p.m. on Monday, 26 May 2014.

The address of Computershare is as follows: 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

  • B. Holders of H shares, who intend to attend the AGM, 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 AGM, i.e. no later than Friday, 6 June 2014.

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 6512 (8621) 6596 7333 Fax: (8621) 6596 6813

  • C. The record date and arrangements in respect of the holders of the Company’s A Shares who are entitled to attend the AGM will be determined and announced separately in the PRC by the Company.

  • D. Each holder of H shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the AGM.

  • E. 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.

  • F. 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 AGM or any adjournment thereof in order for such documents to be valid.

  • G. If a proxy attends the AGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the AGM, 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.

  • H. 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 AGM 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 AGM.

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  • I. The method of accumulative poll shall be adopted for the election of Mr. Liu Xihan and Mr. Yu Zenggang, according to which the numbers of votes entitled for each share held by shareholders shall equal the number of proposed non-executive directors of the Company, and the numbers of votes of shareholders can be concentrated in use.

For example, as the number of non-independent directors (i.e. executive directors and non-executive directors) of the Company to be elected is 2, the number of votes entitled by a shareholder holding 10,000 shares of the Company is 20,000 (10,000 x 2). Shareholders can, according to their own wishes, concentrate their total number of votes they are entitled to or split them by filling into the relevant column of the candidates for non-independent directors (i.e. executive directors and non-executive directors) of the Company.

  • J. The method of voting and vote counting and election rules of accumulative poll are as follows:

Method of Voting

No ballot will be cast “For”, “Against” or “Abstain” in accumulative poll. A voter is requested to fill in the corresponding voting right in the “vote” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by the voter.

If a voter marks “�” in the blank against the name of each candidate, it will be deemed to cast his/her total voting right equally amongst the corresponding candidates.

Method of Vote Counting

For voting on candidates under each resolution, if the number of votes which a shareholder casts in aggregate exceeds his/her maximum voting right on that resolution, the ballot will be deemed (a) valid if cast to only one candidate and will be counted as the maximum voting right held by such Shareholder; or (b) invalid if cast amongst several candidates.

If the number of votes which a Shareholder casts in aggregate is less than his/her maximum voting right on such resolution, the ballot will be deemed valid and the difference will be deemed to abstain from voting.

Shareholders who attend and not vote will be deemed to abstain from voting.

Election rules

Based on the number of votes received, candidates who have received more votes are deemed successfully elected, and the number of votes received by each elected candidate must be more than half of the number of shares with voting rights held by Shareholders who attend the general meeting (before accumulation).

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

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