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COSCO SHIPPING Development Co., Ltd. — Board/Management Information 2017
Nov 13, 2017
50782_rns_2017-11-13_eb5ff5b8-fe2f-4021-9a3d-ebe728ecabf3.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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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)
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND
EXTENSION OF TIME FOR APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the announcements of COSCO SHIPPING Development Co., Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) dated 7 June 2017 and 5 September 2017 in relation to, among other things, the extension of time for the appointment of an independent non-executive director of the Company (the “ Independent Non-executive Director ”) by the Company (the “ Announcements ”).
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The board of directors of the Company (the “ Board ”) is pleased to announce that Mr. Lu Jianzhong (“ Mr. Lu ”) has been proposed by the Board to be appointed as an Independent Non-executive Director (the “ Proposed Appointment ”). According to the articles of association of the Company, the Proposed Appointment is subject to the approval by the shareholders of the Company (the “ Shareholders ”) at a general meeting of the Company. An ordinary resolution in relation to the Proposed Appointment will be proposed at the extraordinary general meeting of the Company to be convened on Thursday, 28 December 2017 (the “ EGM ”).
The biographical details of Mr. Lu are set out as follows:
Mr. Lu, aged 63, holds a bachelor’s degree in accounting from Shanghai University of Finance and Economics and is a chartered accountant in the People’s Republic of China (the “ PRC ”). Mr. Lu was formerly a partner of the audit department of PricewaterhouseCoopers Zhong Tian LLP (普 華永道中天會計師事務所) from October 1997 to June 2012. Between July 2012 and September 2016, Mr. Lu served as a partner of Shanghai De’an Certified Public Accountants LLP (上海德 安會計師事務所), the marketing director of Daxin Certified Public Accountants LLP (大信會計 師事務所) and a partner of Zhongxinghua Certified Public Accountants LLP (中興華會計師事 務所). Further, Mr. Lu was a lecturer and an Associate Professor of Finance and Accounting at the Shanghai Maritime University from September 1986 to August 1997. Mr. Lu is currently a chartered accountant at Da Hua Certified Public Accountants LLP (大華會計師事務所).
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Mr. Lu is an independent director of (i) Hangzhou Hikvision Digital Technology Co., Ltd. (杭州海 康威視數字技術股份有限公司), a joint stock limited company incorporated in the PRC and listed on the Shenzhen Stock Exchange (Stock Code: 002415); (ii) Changshu Fengfan Power Equipment Co., Ltd. (常熟風範電力設備股份有限公司), a joint stock limited company incorporated in the PRC and listed on the Shanghai Stock Exchange (Stock Code: 601700); (iii) Shanghai Moons’ Electric Co., Ltd. (上海鳴志電器股份有限公司), a joint stock limited company incorporated in the PRC and listed on the Shanghai Stock Exchange (Stock Code: 603728); and (iv) Ningbo Lehui International Engineering Equipment Co., Ltd. (寧波樂惠國際工程裝備股份有限公司), a joint stock limited company incorporated in the PRC and listed on the Shanghai Stock Exchange (Stock Code: 603076).
Mr. Lu currently also serves as an enterprise mentor for the Master of Professional Accounting and the Master of Auditing programs of Antai College of Economics and Management of Shanghai Jiao Tong University and an external expert of the Asset Securitization Task Group under the Economic Research Center of the State Council (國務院經濟研究中心資產證券化課題組), and formerly served as a member of the Expert Group for Evaluation and Assessment of Economic Indicators of State-owned Enterprises under the Ministry of Finance (財政部央企經濟指標評估與考核專家組).
Subject to the approval by the Shareholders of the Proposed Appointment at the EGM, Mr. Lu will enter into a service contract with the Company for a term of service commencing from the date of his appointment until the end of the term of the current session of the Board. The remuneration of Mr. Lu will be determined in accordance with the remuneration standards for the onshore Independent Non-executive Directors. In addition, it is intended that Mr. Lu will be appointed as the chairman of the audit committee of the Company (the “ Audit Committee ”), a member of the nomination committee of the Company and a member of the risk control committee of the Company by the Board after the Proposed Appointment is approved by the Shareholders at the EGM.
Save as disclosed above, as at the date of this announcement, Mr. Lu (i) does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company; (ii) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) does not hold any other positions with other members of the Group.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the Proposed Appointment and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).
A circular containing, among other things, further details of the Proposed Appointment and a notice convening the EGM will be despatched to the Shareholders in due course.
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EXTENSION OF TIME FOR APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
As disclosed in the Announcements, following the departure of Mr. Tsang Hing Lun, the Board comprises 10 members with three Independent Non-executive Directors, and the Audit Committee comprises two members with only one Independent Non-executive Director. As such, the number of Independent Non-executive Directors has fallen below the minimum requirement under Rule 3.10A of the Listing Rules and the composition of the Audit Committee does not meet the requirements under Rule 3.21 of the Listing Rules. The Company has applied for, and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) has granted a waiver from strict compliance with Rules 3.10A and 3.21 of the Listing Rules by the Company for a period from 3 September 2017 to 3 December 2017 (the “ Initial Waiver Period ”).
As the Proposed Appointment is subject to the approval by the Shareholders at the EGM, additional time beyond the Initial Waiver Period is required for completing the procedures for the approval of the Proposed Appointment. The Company has applied to the Stock Exchange for a waiver to further extend the time in respect of strict compliance with Rules 3.10A and 3.21 of the Listing Rules by the Company for a period of one month from 4 December 2017. Further announcement(s) will be made by the Company as and when appropriate.
By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen Company Secretary
Shanghai, the People’s Republic of China 13 November 2017
As at the date of this announcement, the Board comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Chen Dong, being non-executive directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive directors.
- The Company is a registered non-Hong Kong company as defined under 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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