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COSCO SHIPPING Development Co., Ltd. — AGM Information 2017
May 5, 2017
50782_rns_2017-05-05_92b56404-7ba9-42a1-9cf2-47279eeda6d7.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.
中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.[*]
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 02866)
NOTICE OF 2016 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting for the year of 2016 (the “ AGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 1:30 p.m. on Tuesday, 20 June 2017 (or at any adjournment thereof) at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions. Unless otherwise stated, the capitalised terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 4 May 2017 (the “ Announcement ”).
ORDINARY RESOLUTIONS
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To consider and approve the report of the Board for the year ended 31 December 2016.
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To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2016.
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To consider and approve the work report of the independent non-executive Directors for the year ended 31 December 2016.
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To consider and approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2016.
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To consider and approve the annual report of the Company for the year ended 31 December 2016.
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To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2016.
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- To consider and determine the remuneration of the Directors and the supervisors of the Company for the year 2017.
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8(a). To re-appoint Baker Tilly China Certified Public Accountants as the Company’s PRC auditor for the year of 2017, and to authorise the audit committee of the Board to determine its remuneration.
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8(b). To re-appoint Baker Tilly China Certified Public Accountants as the Company’s internal control auditor for the year of 2017, and to authorise the audit committee of the Board to determine its remuneration.
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8(c). To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the Company’s international auditor for the year of 2017, and to authorise the audit committee of the Board to determine its remuneration.
- To consider and approve the resolution in relation to the Assignment and Novation Agreements dated 4 May 2017, details of which are set out in the Announcement:
“ THAT :
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(i) the Assignment and Novation Agreements dated 4 May 2017 and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
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(ii) any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Assignment and Novation Agreements and the transactions contemplated thereunder.”
By order of the Board of COSCO SHIPPING Development Co., Ltd. Yu Zhen
Company Secretary
Shanghai, the People’s Republic of China
5 May 2017
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Notes:
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As disclosed in the notice of extraordinary general meeting (the “ EGM ”) and notice of H Shares class meeting (the “ H Shares Class Meeting ”) dated 20 April 2017, for the purpose of holding the EGM and H Shares Class Meeting on 5 June 2017, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from 5 May 2017 to 5 June 2017 (both days inclusive), and for the purpose of holding the AGM, the Register of Members will remain closed until 20 June 2017 (inclusive of 20 June 2017), during which period no transfer of H Shares of the Company will be registered. Holders of the Company’s H Shares (the “ H Shareholders ”) whose names appear on the Register of Members at the close of business on 4 May 2017 are entitled to attend and vote at the AGM.
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In order to attend and vote at the AGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited (“ Computershare ”), the Company’s H Share registrar, not later than 4:30 p.m. on 4 May 2017.
The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
- H Shareholders 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. not later than 31 May 2017).
The address of the Directorate Secretary Office of the Company is as follows: 22nd Floor, Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai 200135 the People’s Republic of China Tel: (8621) 6596 7333 Fax: (8621) 6596 6813
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Each H Shareholder 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/her behalf at the AGM.
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The form of proxy must be signed by the Shareholder or his/her attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the 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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To be valid, for H Shareholders, 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.
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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 of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish.
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Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (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, the resolution 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 of Hong Kong Limited (the “ Stock Exchange ”) at www.hkexnews.hk after the AGM.
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Where there are joint registered holders of any share of the Company, only the person whose name stands first on the Register of Members in respect of such share may vote at the AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
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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.
The Board as at the date of this notice comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Chen Dong, being non-executive Directors, and Mr. Cai Hongping, Mr. Tsang Hing Lun, Ms. Hai Chi Yuet and Mr. Graeme Jack, 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 “COSCO SHIPPING Development Co., Ltd.”.
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