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COSCO SHIPPING Development Co., Ltd. — Board/Management Information 2006
Jul 5, 2006
50782_rns_2006-07-05_544c84fc-94c2-460e-aa25-805679f743f5.pdf
Board/Management Information
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(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 (the “Special General Meeting”) of China Shipping Container Lines Company Limited (the “Company”) will be held at 10:00 a.m. on Monday, 28 August 2006 at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China (the “PRC”) for the following purposes:
By way of ordinary resolutions:
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to consider and approve the resignation of Mr. Li Kelin from his position as a director of the Company;
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to consider and approve the resignation of Mr. Yao Zuozhi from his position as a supervisor of the Company;
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to consider and approve the appointment of Mr. Yao Zuozhi as a non-executive director of the Company with effect from the conclusion of the Special General Meeting until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007 and to authorise the board of directors of the Company (the “Board”) to determine his annual remuneration;
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to consider and approve the appointment of Mr. Chen Decheng as a supervisor of the Company with effect from the conclusion of the Special General Meeting until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007 and to authorise the Board to determine his annual remuneration;
By way of a special resolution:
- to consider and, if thought fit, approve the granting to the Board of an unconditional general mandate to issue bonds of the Company in the aggregate principal amount of up to RMB3,500,000,000, upon such terms and conditions to be determined by the Board, and to authorise the Board to do all such acts and things, execute all such documents and take all such steps which the Board may consider necessary, desirable or expedient in connection with such issue of bonds, subject to the condition that the Board shall only exercise its power under such mandate in accordance with the relevant PRC laws and regulations and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) (as the same may be amended from time to time).
- 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 under the English name “China Shipping Container Lines Company Limited”.
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By order of the board of Directors of China Shipping Container Lines Company Limited Li Shaode Chairman
Shanghai, the People’s Republic of China 5 July 2006
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.
Details of the Directorate Secretary Office of the Company are as follows:
3rd Floor 450 Fu Shan Road Pudong New District Shanghai The People’s Republic of China 200122
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 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.
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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 appointer, 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 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 notarized
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copy of the resolution passed by the Board or other authorities or other notarized copy of the license 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.
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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) Pursuant to the Articles of Association of the Company, for the purpose of holding the Special General Meeting, the Register of Members will be closed from 30 July 2006 to 28 August 2006 (both days inclusive), during which period no transfer of shares of the Company will be registered. Shareholders of the Company whose names appear on the Register of Members at the close of business on 30 July 2006 are entitled to attend and vote at the Special General Meeting.
In order to attend the Special General Meeting, holders of the Company’s H shares shall lodge all transfers together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H shares registrar, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:00 p.m. on 28 July 2006.
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(j) 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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(k) Mr. Yao Zuozhi, aged 59, joined the Company in October 2003 and has been the Chairman of the Supervisory Committee of the Company since 3 March 2004. Mr. Yao has over 35 years of experience in the shipping industry. He graduated in 1985 from South China Normal University, majoring in politics.
In 1965, he entered the Guangzhou Maritime Bureau. From 1965 to 1993, he was the unit head and Chairman of the Organisational Department and the department head and Vice Chairman of the Organisation Unit of the Guangzhou Maritime Bureau. Between 1993 and 1997, Mr. Yao was the vice general manager of Guangzhou Shipping (Group) Company (“Guangzhou Shipping”), a subsidiary of China Shipping (Group) Company (“China Shipping”) which is the controlling shareholder of the Company. From 1997 till now, he has been the party secretary of Guangzhou Shipping. He has also been the general manager of Guangzhou Shipping since 2002. Mr. Yao has been a non-executive director of China Shipping Development Co., Ltd. (“CS Development”), a listed public company whose H shares and A shares are listed on The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange respectively and a subsidiary of China Shipping. Between 1998 and 2005, he also took on the role of the party secretary of China Shipping Development Cargo Shipping Company, a branch company of CS Development. Saved as disclosed above, Mr. Yao has not held any directorship in listed public companies in the last three years, has no other major appointments and qualifications, and is not connected with any director, senior management or substantial or controlling shareholder of the Company.
Mr. Yao was granted 200,000 units of share appreciation rights in accordance with the share appreciation rights scheme adopted by the Company’s shareholders on 12 October 2005. Saved as disclosed above, Mr. Yao does not have any other interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the date of this notice. There is
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no information which requires to be disclosed by Mr. Yao under Rules 13.51(2)(h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules.
Mr. Yao has a service contract with the Company in his position as a supervisor of the Company for a term of 3 years. The amount of emoluments of Mr. Yao for his position as the Chairman of the Supervisory Committee is RMB88,000 (equivalent to approximately HK$85,200) per year as determined by the Board with regard to his duties, responsibilities and time spent on the affairs of the Company. The appointment of Mr. Yao as a non-executive director will commence from the conclusion of the Special General Meeting. He will enter into a new 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. Yao (including bonus and other emoluments, if any) will be decided by the Board after his appointment as a non-executive director becomes effective.
- (l) Mr. Chen Decheng, aged 56, is currently a party member and Chairman of the Trade Union of China Shipping. Mr. Chen began his career in the shipping industry in 1968. Between 1984 and 1992, he was deputy manager and subsequently manager of the Party-Committee Office of Shanghai Maritime Bureau. Between 1992 and 1995, he held the posts of executive deputy general manager and party secretary of Shanghai Shipping (Group) General Industrial Company. From 1995 to 1998, he held the posts of Chairman of the Trade Union and party member of Shanghai Shipping (Group) Company. From March 1998 till now, Mr. Yao has been Chairman of the Trade Union of China Shipping. Mr. Yao graduated from East China University of Science & Technology in 2000, majoring in administrative management.
The appointment of Mr. Chen will commence from the conclusion of the Special General Meeting. 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. Chen (including bonus and other emoluments, if any) will be decided by the Board after his appointment as a supervisor becomes effective.
- (m) The aggregate principal amount of this issue of bonds will not exceed RMB3,500,000,000 (equivalent to approximately HK$3,388,000,000) with a maturity period of 10 years. The proceeds of the bond issue shall be solely used for the construction of 13 vessels and for purchasing 315,000 TEU of containers. After approval of such bond issue by the shareholders of the Company, the Company shall apply for the necessary approvals from the relevant PRC governmental and regulatory authorities.
The board of directors of the Company as at the date of this notice comprises of Mr. Li Shaode, Mr. Jia Hongxiang, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Mr. Li Kelin, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Zhang Guofa and Mr. Yan Mingyi, 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 exchange rate adopted in this notice for illustration purposes only is HK$1.00=RMB1.033 “Please also refer to the published version of this announcement in South China Morning Post.”
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