AI assistant
COSCO SHIPPING Development Co., Ltd. — Board/Management Information 2005
Oct 13, 2005
50782_rns_2005-10-13_4c8f1adf-8f76-49b1-8449-42a79c53450e.pdf
Board/Management Information
Open in viewerOpens in your device viewer
==> picture [248 x 72] intentionally omitted <==
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 2866)
Special General Meeting held on 12 October 2005 – Poll Results
The board of directors (the “Board”) of China Shipping Container Lines Company Limited (the “Company”) is pleased to announce that the following resolutions were passed at the Company’s special general meeting (the “SGM”) held at 2:00 p.m. on Wednesday, 12 October 2005 at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China. 8 shareholders and authorised proxies holding an aggregate of 3,730,663,308 shares with voting rights in the Company, representing approximately 61.87% of the total number of shares with voting rights (6,030,000,000 shares) of the Company, were present at the SGM.
As at the date of the SGM, the number of issued shares of the Company was 6,030,000,000 shares, which was the total number of shares entitling holders to attend and vote for or against all the resolutions proposed at the SGM. There was no restriction on any shareholder casting votes on any of the proposed resolutions at the SGM. No shareholder was required to vote only against any of the proposed resolutions at the SGM.
The SGM was chaired by Mr. Li Kelin, the chairman of the Company. After consideration by the shareholders and authorised proxies and through voting by way of poll, the following resolutions were passed at the SGM and the details of voting are as follows:
==> picture [540 x 142] intentionally omitted <==
----- Start of picture text ----- Summary of Resolutions (abbreviated) Number of Votes (approximate %)For Against AbstainOrdinary Resolutions1. To approve the change in the use of listing proceeds as described in the circular to 3,727,561,308 3,102,000 0shareholders issued by the Company on 26 August 2005. (99.91685%) (0.08315%) (0%)2. To approve the appointment of Mr. Xu Hui as a non-executive director of the Company with 3,725,778,308 1,000 4,884,000effect from the conclusion of the SGM until the conclusion of the annual general meeting (99.86906%) (0.00003%) (0.13092%)of the Company for the year 2006, i.e. in or around June 2007 and to authorise the Board todetermine his remuneration.3. To approve the appointment of Mr. Tu Shiming as a supervisor of the Company with effect 3,727,562,308 1,000 3,100,000from the conclusion of the SGM until the conclusion of the annual general meeting of the (99.91688%) (0.00003%) (0.08310%)Company for the year 2006, i.e. in or around June 2007 and to authorise the Board todetermine his remuneration.4. To approve and adopt the H share share appreciation rights scheme and the implementation 3,721,433,100 6,123,208 3,107,000methods of such scheme (copies of which were produced at the SGM). (99.75259%) (0.16413%) (0.08328%)5. To approve the supplemental service agreements to be entered into between the Company 3,722,511,308 1,000 8,151,000and the non-executive directors of the Company (copies of which were produced at the SGM). (99.78149%) (0.00003%) (0.21849%)----- End of picture text -----
Please refer to the notice of SGM dated 26 August 2005 for the full version of the above resolutions.
As more than 1/2 of the votes were cast in favour of each of the resolutions 1 to 5, all resolutions were duly passed as ordinary resolutions.
The voting at the SGM was scrutinised by the Company’s auditors, PricewaterhouseCoopers, Hong Kong, Certified Public Accountants (Note) .
Note: Scope of work of PricewaterhouseCoopers
The poll results of the SGM were subject to scrutiny by PricewaterhouseCoopers, Certified Public Accountants (Practising), whose work was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to PricewaterhouseCoopers. The work performed by PricewaterhouseCoopers in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
Further Information on the Changes in Directors and Supervisors
(a) Resignation and nomination of director
Mr. Yan Mingyi has ceased to be a director of the Company with effect from the conclusion of the SGM.
The Board and Mr. Yan Mingyi confirm that (i) there has been no dispute between Mr. Yan Mingyi, the Board or the Company; and (ii) there are no matters that need to be brought to the attention of the shareholders of the Company in relation to his resignation.
The Board would like to take this opportunity to express its thanks to Mr. Yan Mingyi for his valuable contribution to the Company during his tenure of service. The Board further announces that Mr. Xu Hui was appointed as a non-executive director of the Company with effect from the conclusion of the SGM.
Mr. Xu Hui (徐輝 ), aged 43, is currently the general manager and party secretary of Shanghai Shipping (Group) Company (“SSGC”), a subsidiary of China Shipping (Group) Company (“CSGC”), the controlling shareholder of the Company. Mr. Xu Hui graduated from the Jimei University in 1982, majoring in ship management. He began his career in the shipping industry in 1982. Between December 1990 and January 1996, Mr. Xu Hui held the post of chief engineer of Shanghai Maritime Bureau Oil Tanker Company, a subsidiary of CSGC. Between January 1996 and December 1996, Mr. Xu Hui held the posts of assistant of general manager and guidance chief engineer of Shanghai Shipping Oil Transportation Company, a subsidiary of CSGC. Between December 1996 and October 1997, Mr. Xu Hui held the post of deputy director of the technical department of Shanghai Haixing Shipping Company (now known as China Shipping Development Company Limited (“CSDC”), a company listed on The Stock Exchange of Hong Kong Limited and a subsidiary of CSGC). Between October 1997 and January 1998, Mr. Xu Hui held the post of director of the technical department of SSGC. Between January 1998 and June 2002, Mr. Xu Hui held the post of deputy general manager of both SSGC and China Shipping Development Oil Tanker Company, a subsidiary of CSDC. Between June 2002 and March 2005, Mr. Xu Hui held the post of deputy general manager of SSGC. In addition, Mr. Xu Hui currently holds positions in the following subsidiaries of CSGC:
(1) Director– China Shipping International Ship Management Co., Ltd. China Shipping Group Logistics Co., Ltd. China Shipping Agency Co., Ltd. China Shipping Passenger Liner Co., Ltd China Shipping Industry Co., Ltd. China Shipping Group Gas Investment Co., Ltd China Shipping Manning Service Cooperation Shanghai Co. Ltd China Yangzi River Shipping Co., Ltd Shanghai Yisheng Shipping Storage Co., Ltd China Shipping Ship Management Shanghai Co. Ltd Shanghai Beihai Shipping Co., Ltd. Shanghai Huahai Petroleum Transport & Sales Co., Ltd.
(2) Supervisor–
CSDC
Save as disclosed above, Mr. Xu Hui does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and he does not hold any other positions with the Company or its subsidiaries, nor does he have any other previous experience working for listed companies in the last three years. He has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”). The appointment of Mr. Xu Hui commenced from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Xu Hui (including bonus and other emoluments, if any) will be decided by the Board at its next meeting. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders regarding his appointment.
– 1 –
- (b) Resignation and nomination of supervisor Mr. Zhang Rongbiao has ceased to be a supervisor of the Company with effect from the conclusion of the SGM.
The Board and Mr. Zhang Rongbiao confirm that (i) there has been no dispute between Mr. Zhang Rongbiao, the supervisory committee or the Company; and (ii) there are no matters that need to be brought to the attention of the Shareholders in relation to his resignation.
The Board would like to take this opportunity to express its thanks to Mr. Zhang Rongbiao for his valuable contribution to the Company during his tenure of service. The Board further announces that Mr. Tu Shiming was appointed as a supervisor of the Company with effect from the conclusion of the SGM.
Mr. Tu Shiming (屠士明 ), aged 42, is currently the deputy head of the compliance department of CSGC. Mr. Tu Shiming graduated from the Shanghai University of Finance & Economics in 1983, majoring in accounting. He began his career in the shipping industry in 1983. Between November 1996 and December 1997, Mr. Tu Shiming held the post of the unit head of the finance unit of CSDC. Between December 1997 and March 2005, Mr. Tu Shiming held the posts of officer, deputy head and head of the audit division of the compliance department of CSGC in succession.
In addition, Mr. Tu Shiming currently holds positions in the following companies:
(1) Supervisor of subsidiaries of CSGC– China Shipping (North America) Holding Co., Ltd. China Shipping (Europe) Holding Co., Ltd. China Shipping (Singapore) Holding Co., Ltd. China Shipping (Hong Kong) Holding Co., Ltd. China Shipping Investment Co., Ltd. China Shipping Industry Co., Ltd. Shanghai Inchon International Ferry Co., Ltd. China Shipping & Sinopec Suppliers Co., Ltd. China Shipping Chang Xing International Shipyard Co., Ltd. Shanghai Time Shipping Co., Ltd. China Shipping Agency Co., Ltd. CSDC (2) Supervisor of subsidiaries of the Company– Shanghai Puhai Shipping Co., Ltd. China Shipping Container Lines Shanghai Co., Ltd. China Shipping Container Lines Guangzhou Co., Ltd. China Shipping Container Lines Dalian Co., Ltd. China Shipping Container Lines Qingdao Co., Ltd. China Shipping Container Lines Tianjin Co., Ltd. China Shipping Container Lines Shenzhen Co., Ltd. China Shipping Container Lines Hainan Co., Ltd. China Shipping Container Lines Xiamen Co., Ltd.
Save as disclosed above, Mr. Tu Shiming does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and he does not hold any other positions with the Company or its subsidiaries, nor does he have any other previous experience working for listed companies in the last three years. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Tu Shiming commenced from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Tu Shiming (including bonus and other emoluments, if any) will be decided by the Board at its next meeting. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders regarding his appointment.
By order of the Board of China Shipping Container Lines Company Limited Li Kelin Chairman
Shanghai, the People’s Republic of China 12 October, 2005
The Board as at the date of this announcement comprises of Mr. Li Kelin, Mr. Jia Hongxiang, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive directors, Mr. Li Shaode, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Zhang Guofa and Mr. Xu Hui, being non-executive directors, and Mr. Hu Hanxiang, Mr. Gu Nianzu, Mr. Wang Zongxi and Mr. Lam Siu Wai, Steven, being independent non-executive directors.
* The Company is registered as an oversea 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”.
“Please also refer to the published version of this announcement in South China Morning Post.”
– 2 –