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COSCO SHIPPING Development Co., Ltd. — Board/Management Information 2005
Jan 4, 2005
50782_rns_2005-01-04_1e3997d9-417d-4d79-bd58-d9263ed01459.pdf
Board/Management Information
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China Shipping Container Lines Company Limited*
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 2866)
Notice of Special General Meeting
NOTICE IS HEREBY GIVEN that a Special General Meeting (“SGM”) of China Shipping Container Lines Company Limited (the “Company”) will be held at 10:30 a.m. on Friday, 18 February 2005 at Room 1016, 10th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China (the “PRC”) for the following purposes:
- to consider and, if thought fit, approve the following proposed amendment to the Articles of Association of the Company by way of special resolution , details of which are as follows:
Article 10.1 to be deleted in its entirety and replaced by the following:
Article 10.1 The Company has a board of directors which is responsible for and reports to the general meetings. The board of directors is composed of 13 directors, among which at least two of them are executive directors who are responsible for the daily duties designated by the Company whilst the remaining are non-executive directors who do not deal with daily affairs. The board of directors has one chairman and one vice-chairman.
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to consider and approve the appointment of Mr. Yan Mingyi as a non-executive director of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
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to consider and approve the appointment of Mr. Huang Xiaowen as an executive director of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
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to consider and approve the appointment of Mr. Zhao Hongzhou as an executive director of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
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to consider and approve the appointment of Mr. Zhang Guofa as a non-executive director of the Company with effect from the conclusion of the SGM and until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
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to consider and approve the appointment of Mr. Huang Xinming as a supervisor of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
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to consider and approve the change in use of the Listing proceeds as described in the press announcement of the Company dated 30 December 2004.
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to consider and, if thought fit, approve the following by way of special resolution
“THAT:
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(1) there be granted to the board of directors of the Company an unconditional general mandate to issue, allot and deal with additional H Shares of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
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(a) such mandate shall not extend beyond the Relevant Period save that the board of directors of the Company may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
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(b) the aggregate nominal amount of H Shares allotted or agreed conditionally or unconditionally to be alloted (whether pursuant to an option or otherwise) by the board of Directors of the Company shall not exceed 20 per cent of the aggregate nominal amount of H Shares of the Company in issue as of the date of this Resolution; and
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(c) the board of directors will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;
For the purposes of this Resolution:
“H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value RMB1.00 each, and which are subscribed for and traded in Hong Kong Dollars;
“Relevant Period” means the period from the passing of this Resolution until the earliest of:
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(1) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; or
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(2) the expiration of the 12-month period following the passing of this Resolution; or
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(3) the date on which the authority set out in this Resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
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(2) contingent on the board of directors resolving to issue shares pursuant to sub-paragraph (1) of this Resolution, the board of directors of the Company be authorised to:
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(a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares including, without limitation, the time and place of issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);
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(b) determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and
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(c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing H Shares pursuant to sub-paragraph (1) of this Resolution, to register the increased capital with the relevant authorities in the PRC and to make such amendment to the Articles of Association of the Company as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company.”
By order of the board of Directors of China Shipping Container Lines Company Limited Li Kelin Chairman
Shanghai, the People’s Republic of China 4 January 2005
Notes:
- (A) The address of Computershare Hong Kong Investor Services Limited is as follows:
46th Floor, Hopewell Centre 183 Queen’s Road East Hong Kong
- (B) Holders of domestic shares or H shares, who intend to attend the Special General Meeting, 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 Special General Meeting, i.e. no later than Friday, 28 January 2005.
Details of the Directorate Secretary Office of the Company are as follows:
Room 610 6th Floor 700 Dong Da Ming Road Shanghai the People’s Republic of China
Tel: 86-21-6596-6666 Fax: 86-21-6596-6813
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(C) Each holder of H shares who has the right to attend and vote at the Special General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Special General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.
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(D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
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(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 appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, the address of which is set out in Note (A) above, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.
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(F) Each holder of domestic shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the Special General Meeting. Notes (C) to (D) also apply to holders of domestic shares, except that the proxy form or other documents of authority must be delivered to the Directorate Secretary Office of the Company, the address of which is set out in Note (B) above, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.
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(G) If a proxy attends the Special General Meeting on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person shareholder appoints its corporate representative to attend the Special General Meeting, 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.
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(H) Pursuant to Articles 8.18 to 8.20 of the Articles of Association of the Company, at the Special General Meeting, a resolution shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:
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(1) by the chairman of the meeting;
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(2) by at least two Shareholders entitled to vote present in person or by proxy;
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(3) by one or more Shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote at the meeting.
The demand for a poll may be withdrawn by the person who makes such demand. A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded. On a poll taken at the meeting, a Shareholder (including proxy) entitled to two or more votes need not cast all his or her votes in the same way.
- (I) The Special General Meeting is expected to last for half a day. Shareholders attending the Special General Meeting are responsible for their own transportation and accommodation expenses.
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- (J) Mr. Yan Mingyi ( ), aged 59, is a senior engineer and is currently the general manager, party secretary of Shanghai Maritime Transport (Group) Company, party secretary of the oil tankers branch of China Shipping Development Company Limited, a joint stock limited company incorporated in the PRC whose H Shares and A shares are listed on The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange respectively, and is a subsidiary of China Shipping (Group) Company. He began his career in the shipping industry in 1970. Between April 1970 and January 1986, he held the posts of captain of oil tanker branch and navigation captain of Shanghai Bureau of Maritime Transportation Administration and between January 1986 and December 1995, he held the posts of deputy manager, manager and deputy party secretary of Shanghai Bureau of Maritime Transportation Administration. Between December 1995 and July 1997, he held the posts of deputy general manager of Shanghai Maritime Transport (Group) Company and China Shipping Development Company Limited. Between July 1997 and April 2003, he held the posts of general manager and deputy party secretary of Shanghai Maritime Transport (Group) Company, deputy general manager of China Shipping Development Company Limited and general manager of the oil tankers branch of China Shipping Development Company Limited. Between April 2003 and December 2004, he held the posts of general manager of China Shipping Development Company Limited, general manager of the oil tankers branch of China Shipping Development Company Limited and deputy party secretary of Shanghai Maritime Transport (Group) Company. Mr. Yan has extensive enterprise management experience. Mr. Yan graduated from Dalian Maritime University with a professional qualification in marine navigation in 1968.
Save as the above, Mr. Yan does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”). The appointment of Mr. Yan will commence 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. Yan (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becomes effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.
- (K) Mr. Huang Xiaowen ( ), aged 42, is currently the executive deputy general manager of the Company. He began his career in the shipping industry in 1981. Mr. Huang assists the general manager of the Company and is responsible for the Company’s production and operation work. Between 1981 and 1997, he was the section chief of Guangzhou Ocean Shipping Company container shipping department, deputy general manager and general manager of the container shipping department of China Ocean Shipping Group. Since 1997, he became the executive deputy general manager of the Company. Mr. Huang has extensive knowledge relating to container shipping and is experienced in management. His bulk container technology was awarded the new Hong Kong product 2002, and the gold prize at the New Technology International Expo and received a practical new model patent from the International Intellectual Property Rights Bureau of the PRC. Mr. Huang graduated in 1981 from Qingdao Academy of Seamen, majoring in vessel piloting. Mr. Huang joined the Company in October 1997.
Save as the above, Mr. Huang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Huang will commence 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. Huang (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becomes effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.
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- (L) Mr. Zhao Hongzhou ( ), aged 36, is currently the deputy general manager of the Company. Mr. Zhao assists the general manager of the Company and is responsible for the Company’s production, operation and administrative work. He began his career in the shipping industry in 1993. In 1994, he took on the role of department head of China Ocean Shipping Group Container Shipping main office. Between 1997 and 2002, he has been the deputy general manager and general manager of the executive department of China Shipping and accumulated a lot of experience in relation to management. Mr. Zhao graduated in 1993 from Shanghai Maritime University (Masters Postgraduate), majoring in transportation management and engineering where he obtained a Masters degree in engineering. Mr. Zhao joined the Company in November 2002.
Save as the above, Mr. Zhao does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Zhao will commence 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. Zhao (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becomes effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.
- (M) Mr. Zhang Guofa ( ), aged 48, is currently the vice president of China Shipping (Group) Company. He began his career in the shipping industry in 1980. Since 1991, he began working in the water transport department of the Ministry of Communications and has held the posts of deputy department head, department head, deputy section chief, section chief. Between July 2000 and November 2001, he was an assistant to the director in the Ministry of Communications, department of water transport. Between November 2001 and November 2004, he was the deputy director of the water transport department of the Ministry of Communications. From November 2004, he became the vice president of China Shipping (Group) Company. Mr. Zhang has extensive management experience. Mr. Zhang graduated from Wuhan University in 1988, obtained a Master degree in 1991 and a Doctorate degree in 1997.
Save as the above, Mr. Zhang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Zhang will commence 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. Zhang (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becoming effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.
- (N) Mr. Huang Xinming ( ), aged 50, a senior engineer and is currently the party secretary of the Company. He began his career in the shipping industry in 1971. Between July 1985 and October 1993, he held the posts of deputy section chief and section chief of Shanghai Bureau of Maritime Transportation Administration. Between October 1993 and December 1995, he held the posts of general manager of organisation division and general manager of personnel ministry of Shanghai Maritime Transport (Group) Company. Between December 1995 and December 1998, he held the posts of deputy general manager of Shanghai Maritime Transport (Group) Company, general manager and party secretary of China Shipping Agency Company Limited. Between December 1998 and January 2000, he held the post of general manager of China Shipping Agency Company Limited. Between January 2000 and August 2004, he held the posts of assistant to the president of China Shipping (Group) Company, general manager and deputy party secretary of China Shipping Logistics Company Limited. Mr. Huang has years of management experience. Mr. Huang graduated from the post-graduate class of East China Normal University in January 1997, majoring in global economics and obtained a Master degree in business administration from Asia International Open University in October 1999. Mr. Huang joined the Company in December 2004.
Save as the above, Mr. Huang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the
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Company within the meaning of Part XV of the SFO. The appointment of Mr. Huang will commence 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. Huang (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Supervisor becoming effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.
The board of Directors as at the date of this notice comprises of Mr. Li Kelin and Mr. Jia Hongxiang, being executive Directors, Mr. Li Shaode, Mr. Zhang Jianhua, Mr. Wang Daxiong and Mr. Wang Xiangyun, 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 under the English name “China Shipping Container Lines Company Limited”.
Please also refer to the published version of this announcement in South China Morning Post.
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