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COSCO SHIPPING Development Co., Ltd. — Board/Management Information 2016
Jul 3, 2016
50782_rns_2016-07-03_b53c93ff-61f1-4a64-b86b-75192e7248a3.pdf
Board/Management 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 announcement, 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 announcement.
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 02866)
PROPOSED CHANGE OF COMPANY NAME AND PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
The board of directors (the “ Board ”) of China Shipping Container Lines Company Limited (the “ Company ”) hereby announces that, as the major asset restructuring and relevant resolutions have been approved at the extraordinary general meeting of the Company held on 1 February 2016, through such major asset restructuring, the Company is expected to transform from a container liner operator into an integrated financial services platform with leasing businesses such as vessel leasing, container leasing and non-shipping leasing as core and shipping financing as feature.
In order to be consistent with the Company’s future strategic positioning, business characteristics and identity as a group member of China COSCO Shipping Corporation Limited, it is proposed to change the name of the Company and amend relevant articles in the articles of association of the Company (the “ Articles of Association ”). Details are as follows:
PROPOSED CHANGE OF COMPANY NAME
The Board proposes to change the Chinese name of the Company from “中海集裝箱運輸股份有 限公司” to “中遠海運發展股份有限公司”, and to change the English name of the Company from “China Shipping Container Lines Company Limited” to “COSCO SHIPPING Development Co., Ltd.” (the “ Change of Company Name ”). The new name of the Company has been pre-approved by the State Administration for Industry and Commerce.
The Board considers that the proposed Change of Company Name is in the interests of the Company and the shareholders of the Company (the “ Shareholders ”) as a whole.
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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
The Board proposes to amend relevant articles in the Articles of Association as follows (the “ AoA Amendments ”):
- Article 1.3 of the Articles of Association
Which originally reads as: “Name of the Company as registered Chinese name: 中海集裝箱運輸股份有限公司 English name: China Shipping Container Lines Company Limited”
Is proposed to be amended as: “Name of the Company as registered Chinese name: 中遠海運發展股份有限公司 English name: COSCO SHIPPING Development Co., Ltd.”
- Among article 26.4 of the Articles of Association Which originally reads as: ““Domicile of the Company” refers to Fl.27, 450, Fushan Road, Pudong New Area, Shanghai
“Company” refers to the Company of China Shipping Container Lines Company Limited”
Is proposed to be amended as:
““Domicile of the Company” refers to Room A-538, International Trade Center, China (Shanghai) Pilot Free Trade Zone
“Company” refers to the Company of COSCO SHIPPING Development Co., Ltd.”
Other definitions in this article shall remain unchanged.
The proposed Change of Company Name and AoA Amendments will be subject to the following conditions:
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(a) the passing of special resolutions by the Shareholders at a general meeting of the Company (the “ General Meeting ”) to approve the proposed Change of Company Name and AoA Amendments; and
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(b) the obtaining of all relevant approvals, authorizations, licenses and consents from the relevant governmental authorities, and the completion of all filings and registration procedures in the PRC in relation to the proposed Change of Company Name and AoA Amendments.
The proposed Change of Company Name and AoA Amendments will take effect after satisfaction of the conditions mentioned above. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong. The Board intends to propose to the General Meeting to grant authorization to the Board to handle procedures relating to the proposed Change of Company Name and AoA Amendments.
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EFFECTS OF PROPOSED CHANGE OF COMPANY NAME
The proposed Change of Company Name will not affect any of the rights of the Shareholders. Save for the change of stock short name to be announced by the Company, the trading arrangements for the H shares of the Company (the “ H Shares ”) on The Stock Exchange of Hong Kong Limited will not be affected. The existing share certificates of the Company in issue bearing the existing name of the Company shall continue to be effective and as documents of title to the H Shares and will continue to be valid for trading, settlement, and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates of the Company for new share certificates under the new name of the Company. Upon the proposed Change of Company Name becoming effective, all new share certificates will be issued in the new name of the Company.
GENERAL
A circular containing, among other things, details of the above proposals, together with the notice of the General Meeting, will be dispatched to the Shareholders in due course. The Company will make further announcement(s) as and when appropriate on the voting result(s) of the General Meeting, the effective date of the Change of Company Name and the corresponding change in the stock short name for trading of the H Shares.
By order of the Board of China Shipping Container Lines Company Limited Yu Zhen Joint Company Secretary
Shanghai, the PRC 3 July 2016
The Board as at the date of this announcement comprises of Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Yang Jigui, Mr. Feng Boming and Mr. Huang Jian, 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 “China Shipping Container Lines Company Limited”.
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