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COSCO SHIPPING Development Co., Ltd. AGM Information 2024

Oct 8, 2024

50782_rns_2024-10-08_8f26ed5f-9da4-4edb-b12a-9a31a3c66b5d.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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 1:30 p.m. on Thursday, 24 October 2024 (or at any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC to consider and, if thought fit, pass the following resolutions.

Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 9 October 2024 (the “ Circular ”).

ORDINARY RESOLUTIONS

  1. To consider and approve the resolution in relation to the Heavy Industry Shipbuilding Contracts, further details of which are set out in the Circular:

THAT :

  • (a) the Heavy Industry Shipbuilding Contracts and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (b) any one Director be and is hereby authorized 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 Heavy Industry Shipbuilding Contracts and the transactions contemplated thereunder.”

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  1. To consider and approve the resolution in relation to the Chengxi Transfer Agreements (including the Revised and Restated Chengxi Shipbuilding Contracts which are appended to the Chengxi Transfer Agreements), further details of which are set out in the Circular:

THAT :

  • (a) the Chengxi Transfer Agreements (including the Revised and Restated Chengxi Shipbuilding Contracts which are appended to the Chengxi Transfer Agreements) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (b) any one Director be and is hereby authorized 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 Chengxi Transfer Agreements (including the Revised and Restated Chengxi Shipbuilding Contracts which are appended to the Chengxi Transfer Agreements) and the transactions contemplated thereunder.”

  • To consider and approve the resolution in relation to the Vessel Leasing Service Master Agreement, further details of which are set out in the Circular:

THAT :

  • (a) the Vessel Leasing Service Master Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

  • (b) the proposed annual caps for the vessel leasing services for the years ending 31 December 2044 be and are hereby approved, confirmed and ratified in all respects; and

  • (c) any one Director be and is hereby authorized 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 Vessel Leasing Service Master Agreement and the transactions contemplated thereunder.”

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SPECIAL RESOLUTION

  1. To consider and approve the Proposed Amendments to Corporate Bonds issuance plan, further details of which are set out in the Circular.

ORDINARY RESOLUTIONS

  1. To consider and approve the resolution in relation to the election of Ms. Zhang Xueyan as a non-executive Director.

  2. To consider and approve the resolution in relation to the election of Mr. Wu Daqi as an independent non-executive Director.

  3. To consider and approve the resolution in relation to the election of Mr. Zuo Zhenyong as a Shareholder representative Supervisor.

By order of the Board of COSCO SHIPPING Development Co., Ltd. Cai Lei

Company Secretary

Shanghai, the People’s Republic of China 9 October 2024

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Notes :

  1. For the purpose of holding the EGM, the Register of Members will be closed from 21 October 2024 to 24 October 2024 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on 18 October 2024 are entitled to attend and vote at the EGM.

  2. In order to attend and vote at the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 18 October 2024.

  3. Each H Shareholder 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/her behalf at the EGM.

  4. 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.

  5. 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 EGM or any adjournment thereof in order for such documents to be valid.

  6. If a proxy attends the EGM 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 specifies 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 of directors or other authorities, or other notarised copy of the permit issued by such legal person Shareholder. Form(s) of proxy duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed form of proxy when the proxy(ies) attend(s) the EGM. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

  7. 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, 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 Hong Kong Stock Exchange at www.hkexnews.hk after the EGM. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting at the EGM.

  8. 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 EGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.

  9. 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.

As at the date of this notice, the Board comprises Mr. Zhang Mingwen (Chairman), being an executive Director, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors, and Ms. Zhang Weihua, Mr. Shao Ruiqing and Mr. Chan Kwok Leung, 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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