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COSCO SHIPPING Development Co., Ltd. — Board/Management Information 2023
Feb 8, 2023
50782_rns_2023-02-08_b31059f6-6499-4bc8-b755-9d4b12ee2f77.pdf
Board/Management Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer and other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in COSCO SHIPPING Development Co., Ltd.*, you should at once hand this circular, the Form of Proxy and the reply slip to the purchaser or the transferee or to the licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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)
(1) PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS
(2) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE CORPORATE BONDS AND (3) NOTICE OF EGM
Capitalized terms used in this cover shall have the same meanings as those defined in this circular.
A letter from the Board is set out on pages 4 to 11 of this circular.
The Notice of EGM convening the EGM of the Company to be held at 1:30 p.m. on Monday, 27 February 2023 at 3rd Floor, Ocean Hotel Shanghai, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC was despatched to the Shareholders on 9 February 2023 and is set out on pages 24 to 27 of this circular.
- 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.”.
9 February 2023
CONTENTS
| Page | |
|---|---|
| DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| APPENDIX I – BIOGRAPHICAL DETAILS OF DIRECTORS |
|
| PROPOSED FOR RE-ELECTION AND ELECTION. . . | 12 |
| APPENDIX II – BIOGRAPHICAL DETAILS OF SUPERVISORS |
|
| PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . | 22 |
| NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 24 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:
- “A Share(s)”
the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange
- “Asset Management Plan”
an asset management plan voluntarily invested by certain executive Directors, senior management members and employees, further details of which are set out in the announcement of the Company dated 24 November 2016
- “Board”
the board of Directors of the Company
- “Company”
COSCO SHIPPING Development Co., Ltd. * (中遠海運 發展股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2866) and the Shanghai Stock Exchange (Stock Code: 601866), respectively
- “Computershare”
Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company
- “controlling Shareholder(s)”
has the meaning ascribed to it under the Listing Rules
-
“Director(s)” the director(s) of the Company
-
“EGM”
the extraordinary general meeting of the Company to be held at 1:30 p.m. on Monday, 27 February 2023 at 3rd Floor, Ocean Hotel Shanghai, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC (or any adjourned meeting thereof) to consider and, if thought fit, approve the resolutions set out in the notice of the extraordinary general meeting
- “Form of Proxy”
the form of proxy of the Company in respect of the resolutions set out in the Notice of EGM, which was despatched to the Shareholders on 9 February 2023
– 1 –
DEFINITIONS
-
“Group”
-
the Company and its subsidiaries
-
“H Share(s)”
-
the overseas listed foreign shares in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange
-
“HK$” Hong Kong dollar, the lawful currency of Hong Kong
-
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
-
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
-
“Latest Practicable Date”
-
6 February 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
-
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
-
“Nomination Committee”
-
the nomination committee of the Company, comprising Mr. Shao Ruiqing, Mr. Cai Hongping and Mr. Liu Chong as at the Latest Practicable Date
-
“Notice of EGM”
-
the notice of the EGM of the Company dated 9 February 2023, which is set out on pages 24 to 27 of this circular
-
“PRC”
-
the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
-
“RMB” Renminbi, the lawful currency of the PRC
-
“SFO”
-
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
-
“Share(s)” A Share(s) and H Share(s)
-
“Shareholder(s)” the holder(s) of the Share(s)
-
“Supervisor(s)” the supervisor(s) of the Company
– 2 –
DEFINITIONS
“Supervisory Committee”
“%”
the supervisory committee of the Company per cent.
- 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.”.
– 3 –
LETTER FROM THE BOARD
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)
Executive Directors: Legal address in the PRC: Mr. Liu Chong Room A-538 Mr. Zhang Mingwen International Trade Center China (Shanghai) Pilot Free Trade Zone Non-executive Directors: Shanghai Mr. Huang Jian The PRC Mr. Liang Yanfeng Mr. Ip Sing Chi Principal place of business in the PRC: 5299 Binjiang Dadao Independent non-executive Directors: Pudong New District Mr. Cai Hongping Shanghai Mr. Lu Jianzhong The PRC Ms. Zhang Weihua Mr. Shao Ruiqing Principal place of business in Hong Kong: 51/F, COSCO Tower 183 Queen’s Road Central Hong Kong
9 February 2023
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS
(2) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE CORPORATE BONDS
AND
(3) NOTICE OF EGM
I. INTRODUCTION
References are made to (i) the announcement of the Company dated 2 February 2023 in relation to the proposed re-election and election of Directors and Supervisors; and (ii) the announcement of the Company dated 2 February 2023 in relation to the proposed grant of general mandate to issue corporate bonds.
– 4 –
LETTER FROM THE BOARD
The purpose of this circular is to provide you with, among other things,
-
(i) information reasonably necessary to enable you to make an informed decision on how to vote on the resolutions to be proposed at the EGM; and
-
(ii) further details of the proposed re-election and election of Directors and Supervisors and the proposed grant of general mandate to issue corporate bonds.
At the EGM, resolutions will be proposed to approve:
-
(i) the proposed re-election and election of Directors and Supervisors; and
-
(ii) the proposed grant of general mandate to issue corporate bonds.
II. PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS
On 2 February 2023, the Board and the Supervisory Committee proposed the re-election and election of Directors and Supervisors to form the seventh session of the Board and the Supervisory Committee, respectively.
The term of office of the seventh session of the Board and the seventh session of the Supervisory Committee shall commence from the date of approval by the Shareholders and end at the conclusion of the annual general meeting of the Company for the year ending 31 December 2025 to be convened in 2026.
Pursuant to the articles of association of the Company, the proposed re-election shall be subject to approval of the Shareholders at a general meeting of the Company. The ordinary resolutions in relation to the proposed re-election will be proposed at the EGM.
1. Proposed re-election and election of Directors
The Board has proposed to elect and re-elect the following persons as Directors of the seventh session of the Board:
-
(i) to re-elect Mr. Liu Chong and Mr. Zhang Mingwen as executive Directors of the seventh session of the Board;
-
(ii) to re-elect Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi as non-executive Directors of the seventh session of the Board;
– 5 –
LETTER FROM THE BOARD
-
(iii) to re-elect Mr. Lu Jianzhong, Ms. Zhang Weihua and Mr. Shao Ruiqing as independent non-executive Directors of the seventh session of the Board; and
-
(iv) to nominate Mr. Chan Kwok Leung for election as an independent non-executive Director of the seventh session of the Board.
According to Article 11.2 of the articles of association, each of the Directors shall be appointed for a term of three years, and may offer themselves for re-election upon expiry of such term if being eligible. However, pursuant to relevant requirements of the articles of association, the China Securities Regulatory Commission and the Shanghai Stock Exchange, the appointment of an independent non-executive Director shall be subject to a maximum term of six years.
In view of the aforesaid restriction on the appointment of an independent non-executive Director for a term of six years, Mr. Cai Hongping will not offer himself for re-election as an independent non-executive Director. The Board would like to express its sincere gratitude to Mr. Cai Hongping for his significant contributions to the Company in the past. Mr. Cai Hongping has confirmed that he has no disagreement with the Board and the Company and there are no other matters relating to his retirement that need to be brought to the attention of the Shareholders.
The Nomination Committee shall consider candidates on merit against objective criteria and with due regard for the benefits of diversity of the Board in identifying suitable candidates for independent non-executive Directors. The factors considered by the Nomination Committee in assessing the suitability of a proposed candidate include: (i) reputation for integrity; (ii) accomplishments, expertise and industry experience which may be relevant to the Group; (iii) commitment to the business of the Group in respect of time, interest and attention; (iv) perspectives, skills and experience that the candidate can contribute to the Board; (v) diversity in a number of aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service; (vi) Board succession planning considerations and long-term objectives of the Group; and (vii) the independence of such candidate with reference to, among other things, the requirements as set out in Rule 3.13 of the Listing Rules.
The Nomination Committee has assessed and reviewed the written confirmation of independence of each of Mr. Lu Jianzhong, Ms. Zhang Weihua, Mr. Shao Ruiqing and Mr. Chan Kwok Leung based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and is satisfied that each of Mr. Lu Jianzhong, Ms. Zhang Weihua, Mr. Shao Ruiqing and Mr. Chan Kwok Leung is independent in accordance with Rule 3.13 of the Listing Rules. In addition, the Nomination Committee, having evaluated the performance of each of Mr. Lu Jianzhong, Ms. Zhang Weihua and Mr. Shao Ruiqing, is of the view that each of Mr. Lu Jianzhong, Ms. Zhang Weihua and Mr. Shao Ruiqing has provided valuable contributions to the Company and has demonstrated their abilities to provide independent, balanced and objective view to the Company’s affairs.
– 6 –
LETTER FROM THE BOARD
The Nomination Committee is also of the view that each of Mr. Lu Jianzhong, Ms. Zhang Weihua, Mr. Shao Ruiqing and Mr. Chan Kwok Leung can contribute to the diversity of the Board, especially, with their diversified educational background, professional experience in the fields of public accounting and auditing, higher education, transportation, investment banking, corporate finance, initial public offerings and shipping logistics, as well as personal connections in various industries.
Please refer to Appendix I to this circular for the biographical details of the Directors proposed for election and re-election.
Save as disclosed in this circular, there are no other matters in relation to the proposed election and re-election of Directors that need to be brought to the attention of the Shareholders nor any other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
2. Proposed re-election of Supervisors
The Supervisory Committee has proposed to re-elect Mr. Ye Hongjun and Ms. Zhu Mei as Shareholder representative Supervisors of the seventh session of the Supervisory Committee.
The election of the employee representative Supervisors of the seventh session of the Supervisory Committee will be considered and approved at the employee representative meeting of the Company to be convened in due course and shall not be subject to approval of the Shareholders.
Please refer to Appendix II to this circular for the biographical details of the Supervisors proposed for re-election.
Save as disclosed in this circular, there are no other matters in relation to the proposed re-election of Supervisors that need to be brought to the attention of the Shareholders nor any other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
III. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE CORPORATE BONDS
As disclosed in the announcement of the Company dated 2 February 2023, on 2 February 2023, the Board resolved to propose to the Shareholders at the EGM the approval for the grant of a general mandate to the Board to handle all matters in connection with the issuance of corporate bonds, in order to satisfy the needs of business development, optimize the debt structure and improve the efficiency of decision making of the Company.
– 7 –
LETTER FROM THE BOARD
The principal terms of the proposed grant of general mandate to issue corporate bonds are set out below:
Issuer:
The Company shall be the issuer of the domestic corporate bonds.
Issue size:
The issue size of the corporate bonds shall not be more than (and including) RMB8.0 billion, and the specific issue size of the corporate bonds shall be in compliance with the relevant requirements under the relevant laws and regulations in relation to the maximum amount of issuance and various risk control indicators.
Term: The term of the corporate bonds shall not be more than (and including) 10 years.
The specific term, composition and size shall be determined in accordance with the relevant rules and the prevailing market conditions at the time of issuance.
Interest rate:
-
The corporate bonds shall carry a fixed interest rate.
-
The interest rate and the method of calculation and payment shall be determined through negotiation with the underwriter(s) (if any) in accordance with the prevailing market conditions at the time of issuance and the applicable laws and regulations as appropriate.
-
Guarantee and other credit enhancement arrangements:
-
Guarantee and other credit enhancement arrangements shall be determined in accordance with the applicable laws and regulations based on the features of the corporate bonds and requirements of the issuance.
Use of proceeds:
The proceeds from the issuance of the corporate bonds will be primarily used for the adjustments of the debt structure of the Company and the repayment of maturing indebtedness and for purposes permitted under the applicable laws and regulations and/or the regulatory authorities. If the relevant regulatory authorities provide for specific provisions on the use of proceeds, the requirements of the regulatory authorities shall be complied with.
– 8 –
LETTER FROM THE BOARD
Issue price:
The issue price shall be determined in accordance with the prevailing market conditions at the time of issuance and the applicable laws and regulations.
Target investors and method of issuance:
-
The bonds shall be publicly issued to professional investors. The specific target investors shall be determined in accordance with the applicable laws and regulations and the prevailing market conditions and specific plan of the issuance.
-
Safeguard measures for If it is expected that the repayment of the principal repayment: and interest of the corporate bonds may not be made on time or cannot be made on time when due, the following measures shall at least be taken:
-
profit distribution shall not be made to the Shareholders;
-
the capital expenditure projects such as major external investment, acquisitions and mergers shall be suspended;
-
the payment of salaries and bonuses to the Directors and senior management personnel shall be reduced or suspended; and
-
key responsible personnel shall not be transferred to other posts.
If the applicable laws and regulations and/or the regulatory authorities provide for requirements on safeguard measures for repayment of corporate bonds, the requirements of the applicable laws and regulations and/or the regulatory authorities shall be complied with.
Validity period of the The validity period of the authorization shall be until authorization: 30 June 2025.
If the Board has decided to issue the corporate bonds within the abovementioned validity period and approval, permission or registration in respect of the issuance has already been obtained from the regulatory authorities within such validity period, the Company may complete the issuance within the effective period of such approval, permission or registration.
– 9 –
LETTER FROM THE BOARD
It is proposed to the Shareholders at the EGM to authorize the Board, generally and unconditionally, to deal with the following in accordance with the specific needs of the Company and market conditions:
-
to determine the issuer, specific terms, conditions and other matters of the corporate bonds (including but not limited to specific issue size, maturity, type, interest rate and the determination method thereof, place of issuance, timing of issuance, term, whether to issue in tranches and the number of tranches, whether to include sale back and redemption terms, rating arrangements, guarantee matters and other arrangements, term for repayment of principal and interest, use of proceeds, underwriting arrangements and other issues relating to the issuance);
-
to determine to engage intermediaries to assist the Company in handling the application for the issuance of the corporate bonds and the listing related matters;
-
to appoint the trustee manager of the corporate bonds, enter into bond trustee management agreement and formulate rules for the meeting of bondholders in connection with the corporate bonds;
-
to formulate, approve, authorize, sign, execute, amend and complete all necessary documents, contracts, agreements and covenants (including but not limited to underwriting agreement(s), bond trustee management agreement(s), listing agreement(s) and other legal documents) which are necessary for the issuance and listing of the corporate bonds, and to make corresponding supplements or adjustments to the application documents as required by the regulatory authorities;
-
to deal with, upon completion of the issuance of the corporate bonds, issues in relation to the listing of the corporate bonds and the repayment of principal and interest;
-
in the event of any changes in the issuance policies of the regulatory authorities or the market conditions, except for matters required by the applicable laws and regulations and the articles of association of the Company to be approved at the general meeting of the Company, within the authorization scope of the Board, to make corresponding adjustments to the specific proposal and other related matters in accordance with the opinion of the regulatory authorities or the prevailing market conditions;
-
to approve, execute and issue announcements and circulars in relation to the issuance and related disclosure in accordance with applicable regulatory rules of the place of listing of the Shares of the Company;
-
to handle other matters relating to the issuance of the corporate bonds; and
– 10 –
LETTER FROM THE BOARD
- to determine to delegate certain specific matters set forth above to other management personnel of the Company as the Board considers appropriate.
The resolution in relation to the proposed grant of general mandate to issue corporate bonds will be proposed, by way of a special resolution, at the EGM for the Shareholders’ consideration and approval.
IV. EGM
The EGM of the Company will be held at 1:30 p.m. on Monday, 27 February 2023 at 3rd Floor, Ocean Hotel Shanghai, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC, for the Shareholders to consider and, if thought fit, approve the above resolutions. Voting on such resolutions will be conducted by way of poll.
The Notice of EGM, which contains the resolutions to be proposed at the EGM, is set out on pages 24 to 27 of this circular.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions to be proposed at the EGM and therefore no Shareholder is required to abstain from voting on the relevant resolutions at the EGM.
For H Shareholders, the Form of Proxy should be delivered to Computershare, the H Share registrar of the Company, in person or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.
Completion and return of the Form of Proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjourned meeting thereof should he/she so wishes, but in such event, the instrument appointing a proxy shall be deemed to be revoked.
V. RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the resolutions to be proposed at the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of such resolutions to be proposed at the EGM.
By order of the Board COSCO SHIPPING Development Co., Ltd.* Cai Lei
Joint Company Secretary
* 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.”.
– 11 –
BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Biographical details of the candidates proposed for re-election or election as Directors as required under Rule 13.51(2) of the Listing Rules are as follows:
EXECUTIVE DIRECTORS
Mr. Liu Chong
Mr. Liu Chong, born in 1970, is currently the chairman of the Board and secretary of the Party Committee of the Company, a non-executive director of China Everbright Bank Company Limited (a company listed on the Hong Kong Stock Exchange (stock code: 6818); and the Shanghai Stock Exchange (stock code: 601818)), a non-executive director of China Cinda Asset Management Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 1359)), and a non-executive director of China Merchants Securities Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 6099); and the Shanghai Stock Exchange (stock code: 600999)). He successively served as the deputy director of the Guangzhou branch of the settlement centre of China Shipping (Group) Company (currently known as China Shipping Group Company Limited); the deputy general manager of China Shipping Logistics Co., Ltd.; the chief accountant of China Shipping (Hainan) Haisheng Shipping Co., Ltd. (currently known as Lanhai Medical Investment Co., Ltd., which is a company listed on the National Equities Exchange and Quotations (stock code: 400155)); the chief accountant of China Shipping Container Lines Co., Ltd.; the general manager of China Shipping Investment Co., Ltd.; and an executive Director and the general manager of COSCO SHIPPING Development Co., Ltd. * . Mr. Liu graduated from Sun Yat-sen University majoring in economics and is qualified as a senior accountant.
Subject to approval of the Shareholders for the proposed re-election of Mr. Liu Chong at the EGM, Mr. Liu Chong will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Liu Chong will not receive any remuneration from the Company as an executive Director.
As at the Latest Practicable Date, Mr. Liu Chong, being one of the participants under the Asset Management Plan, held approximately 16.13% of the total units of the Asset Management Plan through the Asset Management Plan. Accordingly, the 1,112,903 H Shares represented the interests arising from the units subscribed by Mr. Liu Chong under the Asset Management Plan as at the Latest Practicable Date. As at the Latest Practicable Date, Mr. Liu Chong did not hold any Shares.
Save as disclosed above, as at the Latest Practicable Date, Mr. Liu Chong (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
– 12 –
BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Liu Chong that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
Mr. Zhang Mingwen
Mr. Zhang Mingwen, born in 1978, is currently an executive Director, the general manager and deputy secretary of the Party Committee of the Company, and has more than 20 years of experience in shipping industry and extensive experience in areas including finance and capital management, shipping finance and capital operation. Mr. Zhang successively served as the deputy section chief, vice director of the capital centre of the planning and finance department, the assistant to the general manager of the planning and finance department, and the assistant to the general manager of the financial capital department of China Shipping (Group) Company (currently known as China Shipping Group Company Limited), the deputy chief financial officer (副總會計師) and the chief financial officer (總會 計師) of China Shipping Container Lines Co., Ltd., the chief financial officer (總會計師) of COSCO SHIPPING Development Co., Ltd. * , the chief financial officer (總會計師) of COSCO SHIPPING Holdings Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 1919); and the Shanghai Stock Exchange (stock code: 601919)), the chief financial officer of Orient Overseas (International) Limited (a company listed on the Hong Kong Stock Exchange (stock code: 0316)), and a director, the chief financial officer and a member of the executive committee of Orient Overseas Container Line Ltd.. Mr. Zhang graduated from the Faculty of Finance of Shanghai University of Finance and Economics majoring in investment economics and from the Antai College of Economics & Management of Shanghai Jiao Tong University majoring in business administration, and obtained a bachelor’ s degree in economics and a master’ s degree in business administration. Mr. Zhang is a qualified Chartered Financial Analyst (CFA) and a senior accountant.
Subject to approval of the Shareholders for the proposed re-election of Mr. Zhang Mingwen at the EGM, Mr. Zhang Mingwen will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Zhang Mingwen will not receive any remuneration from the Company as an executive Director.
Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang Mingwen (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Zhang Mingwen that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
NON-EXECUTIVE DIRECTORS
Mr. Huang Jian
Mr. Huang Jian, born in 1969, is currently a non-executive Director. Mr. Huang has been serving as the general manager of the capital operation department of China COSCO Shipping Corporation Ltd. since September 2016. He previously held positions at the financial department and administrative department of a number of companies, and has financial-related management experience. His experience includes: serving as a director of COSCO SHIPPING Investment Holdings Co., Ltd. from August 2016; a director of COSCO SHIPPING Captive Insurance Co., Ltd. from August 2017; a director of Lanhai Medical Investment Co., Ltd. (a company listed on the National Equities Exchange and Quotations (stock code: 400155)) from May 2017; a non-executive director of COSCO SHIPPING Development Co., Ltd. * since June 2016; a non-executive director of China Merchants Securities Co Ltd (a company listed on the Hong Kong Stock Exchange (stock code: 6099); and the Shanghai Stock Exchange (stock code: 600999)) from August 2012; a director of Shanghai Rural Commercial Bank Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 601825)) from June 2018 to December 2022; a director of COSCO Shipping Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange (stock code: 002401)) from December 2017 to March 2019; the deputy general manager (in charge of work) of the capital operations department of China COSCO Shipping Corporation Ltd. from February to August 2016; the deputy general manager of the finance department of COSCO Group from February 2012 to February 2016; the chief financial officer and general manager of the finance department of COSCO Americas from November 2006 to February 2012; the vice president and the general manager of the finance department of COSCO Logistics (Americas) Inc. (formerly known as Intermodal Bridge Services Inc.) from September 2004 to November 2006; a staff member of COSCO Group with his last position being the chief of capital office of the finance department from July 1996 to September 2004; and a staff member of the finance department of Shenzhen Ocean Shipping Co., Ltd. from July 1993 to July 1996. Mr. Huang obtained a bachelor’s degree in economics with a major in auditing from the Capital University of Economics and Business (formerly known as Beijing Institute of Finance and Trade) and a master’s degree in business administration from Beijing University of Technology respectively in July 1992 and March 2002. Mr. Huang was qualified as an accountant and senior accountant by the Ministry of Finance in May 1997 and December 2015, respectively.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Subject to approval of the Shareholders for the proposed re-election of Mr. Huang Jian at the EGM, Mr. Huang Jian will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Huang Jian will not receive any remuneration from the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Huang Jian (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Huang Jian that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
Mr. Liang Yanfeng
Mr. Liang Yanfeng, born in 1965, is currently a non-executive Director, the chairman of the board of directors and secretary of the Party Committee of COSCO SHIPPING Heavy Industry Co., Ltd., the chairman of the board of directors and secretary of the Party Committee of Shanghai Shipping Transportation Science Research Institute Co., Ltd./COSCO SHIPPING Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange (stock code: 002401)). He successively served as the deputy director of the cadre department of the organization division of China Ocean Shipping (Group) Company, deputy general manager of the human resources department of China Ocean Shipping (Group) Company, deputy general manager of the human resources department and director of staff management department of China Ocean Shipping (Group) Company, the general manager, a member of the Party Committee and the director of COSCO talent service centre of COSCO Human Resources Development Company, the general manager of capital operations division of China Ocean Shipping (Group) Company, a standing committee member of Luzhou Municipal Committee of the Communist Party of China and the deputy mayor (temporary) of Luzhou Municipal Government of Sichuan Province, the deputy general manager of COSCO SHIPPING International Holdings Limited (a company listed on the Hong Kong Stock Exchange (stock code: 0517)), the general manager of COSCO SHIPPING International Holdings Limited, the vice president, a member of the Party Committee and the legal counsel of COSCO (Hong Kong) Group Limited, the secretary of the Party Committee and deputy general manager of Dalian Ocean Shipping Company Limited; and the general manager and deputy secretary of the Party Committee of COSCO Shipyard Group Co., Ltd.. Mr. Liang Yanfeng obtained a master’s degree and an executive master of business administration (EMBA) degree from Tsinghua University and is a senior economist.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Subject to approval of the Shareholders for the proposed re-election of Mr. Liang Yanfeng at the EGM, Mr. Liang Yanfeng will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Liang Yanfeng will not receive any remuneration from the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Liang Yanfeng (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Liang Yanfeng that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
Mr. Ip Sing Chi
Mr. Ip Sing Chi, born in 1953, is currently a non-executive Director, the group managing director of Hutchison Port Holdings Limited and the chairman of Yantian International Container Terminals Limited. Mr. Ip is also an executive director of Hutchison Port Holdings Management Pte. Limited (the trustee-manager of Hutchison Port Holdings Trust listed in Singapore (stock code: NS8U)); a non-executive director of Orient Overseas (International) Limited (a company listed on the Hong Kong Stock Exchange (stock code: 0316)); an independent non-executive director of Piraeus Port Authority S.A. (a company listed in Greece (stock code: PPA)); and a non-independent non-executive director of Westports Holdings Berhad (a company listed in Malaysia (stock code: 5246)). Mr. Ip was the founding chairman (2000-2001) of the Hong Kong Container Terminal Operators Association Limited, and served as a non-executive director of Tradelink Electronic Commerce Limited (a company listed on the Hong Kong Stock Exchange (stock code: 0536)); an external director of HMM Company Limited (formerly known as Hyundai Merchant Marine Co., Ltd.) (a company listed in Korea (stock code: 011200)); an independent non-executive director of COSCO SHIPPING Ports Limited (a company listed on the Hong Kong Stock Exchange (stock code: 1199)) from November 2012 to October 2016; and an independent non-executive director of COSCO SHIPPING Energy Transportation Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 1138)) from June 2014 to June 2020. Besides, Mr. Ip was a member of the Hong Kong Port Development Council from 2009 to the end of December 2014, with over 40 years of experience in the shipping industry. Mr. Ip holds a Bachelor of Arts degree.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Subject to approval of the Shareholders for the proposed re-election of Mr. Ip Sing Chi at the EGM, Mr. Ip Sing Chi will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Ip Sing Chi will be entitled to the remuneration of RMB300,000 per annum (before tax) for serving as a non-executive Director, which is determined with reference to the relevant position and duties as well as the prevailing market rate and shall be subject to approval of the Shareholders at the annual general meeting.
Save as disclosed above, as at the Latest Practicable Date, Mr. Ip Sing Chi (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Ip Sing Chi that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Lu Jianzhong
Mr. Lu Jianzhong, born in 1954, is currently an independent non-executive Director. Mr. Lu graduated from the department of accounting of Shanghai University of Finance and Economics with a bachelor’s degree in economics in January 1983. He started his career in the field of finance in the same year. Mr. Lu was a lecturer and an Associate Professor of Finance and Accounting at the Shanghai Maritime University from September 1986 to August 1997; a certified accountant and a partner of the audit department of PricewaterhouseCoopers Zhong Tian LLP from September 1997 to June 2012; a partner of Shanghai De’an Certified Public Accountants LLP, the marketing director of Daxin Certified Public Accountants LLP, and a partner of Zhongxinghua Certified Public Accountants LLP from July 2012 to September 2016; and a certified accountant of Da Hua Certified Public Accountants LLP from October 2016 to December 2021. He has been a certified accountant of Zhongxinghua Certified Public Accountants LLP since January 2022. Currently, Mr. Lu concurrently serves as a supervisor of Hangzhou Hikvision Digital Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange (stock code: 002415)); an independent director of Bomike Marine Engineering Company Limited (a company listed on the Shanghai Stock Exchange (stock code: 603727)); an independent director of Shanghai Xinnanyang Only Education & Technology Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600661)); an independent director of Bank of Tianjin Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 1578)); and an independent director of Shanghai Weike Precision Moulding Co., Ltd. (a company proposed to be listed on the ChiNext of the Shenzhen Stock Exchange). Mr. Lu is an enterprise mentor for the Master of Professional Accounting (MPAcc)/the Master of Auditing programs (Maud) of Antai College of Economics and Management of Shanghai Jiao Tong University; an external expert of the Asset Securitization Task Group under the Economic Research Center of the State Council; and a member of Jiusan Society in the PRC.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Subject to approval of the Shareholders for the proposed re-election of Mr. Lu Jianzhong at the EGM, Mr. Lu Jianzhong will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Lu Jianzhong will be entitled to the remuneration of RMB150,000 per annum (before tax), being the remuneration standard for the domestic independent non-executive Directors, which is determined with reference to the relevant position and duties as well as the prevailing market rate and shall be subject to approval of the Shareholders at the annual general meeting.
Save as disclosed above, as at the Latest Practicable Date, Mr. Lu Jianzhong (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Lu Jianzhong that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
Ms. Zhang Weihua
Ms. Zhang Weihua, born in 1961, is currently an independent non-executive Director. Ms. Zhang graduated from the Faculty of Business of University of Southern Queensland in Australia with a master’s degree in business. She served as the compliance director of China Merchants Securities Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 6099); and the Shanghai Stock Exchange (stock code: 600999)) and concurrently as the chairperson of the board of supervisors of China Merchants Fund Management Co., Ltd. Ms. Zhang successively held a number of positions, including the chief auditor, assistant to the president, and general manager of the audit department of China Merchants Securities Co., Ltd.; and the assistant to the general manager of the securities business division of the head office of China Merchants Bank.
Subject to approval of the Shareholders for the proposed re-election of Ms. Zhang Weihua at the EGM, Ms. Zhang Weihua will enter into a service contract with the Company for a service term commencing from the date on which she is re-elected until the expiry of the term of the seventh session of the Board. Ms. Zhang Weihua will be entitled to the remuneration of RMB150,000 per annum (before tax), being the remuneration standard for the domestic independent non-executive Directors, which is determined with reference to the relevant position and duties as well as the prevailing market rate and shall be subject to approval of the Shareholders at the annual general meeting.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Save as disclosed above, as at the Latest Practicable Date, Ms. Zhang Weihua (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Ms. Zhang Weihua that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to her proposed appointment that need to be brought to the attention of the Shareholders.
Mr. Shao Ruiqing
Mr. Shao Ruiqing, born in 1957, is currently an independent non-executive Director. Mr. Shao currently serves as an accounting professor (level-2 professor) in Shanghai Lixin University of Accounting and Finance, and a doctoral tutor in Shanghai Maritime University, and concurrently as an independent director of Shanghai International Port (Group) Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600018)), an independent director of China Everbright Bank Company Limited (a company listed on the Hong Kong Stock Exchange (stock code: 6818); and the Shanghai Stock Exchange (stock code: 601818)), an independent director of China Enterprise Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600675)), and an independent director of Arcplus Group Plc (a company listed on the Shanghai Stock Exchange (stock code: 600629)). He has been a professor in Shanghai Lixin University of Accounting and Finance since June 2016. He served as a professor in Shanghai Lixin University of Accounting from February 2015 to May 2016, a vice president and professor of Shanghai Lixin University of Accounting from February 2004 to January 2015, the dean, a professor and doctoral tutor of School of Economics and Management of Shanghai Maritime University from January 2002 to January 2014, the vice dean and a professor of School of Management of Shanghai Maritime University from October 1999 to December 2001, the head, an assistant professor and a professor of the Finance and Accounting Department of Shanghai Maritime University from May 1994 to September 1999, and a teaching assistant, a lecturer and an assistant professor of the Management Department and the Economics Department of Shanghai Maritime University from August 1982 to April 1994. Mr. Shao has been engaged in professional teaching and scientific research on accounting since 1982. He graduated from the Accounting Department of Shanghai Maritime University as an undergraduate (with a bachelor’s degree in economics), the Accounting Department of Shanghai University of Finance and Economics as a master (with a master’s degree in management) and the Technological Economics and Management Department of Tongji University as a doctor (with a doctoral degree in management). Mr. Shao has been appointed as a member of the Accounting & Finance Expert Advisory Committee by the Ministry of Transport, and concurrently serves as the vice president of the China Communications Accounting Society, an executive director of the Accounting Society of
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
China, the vice president and chairman of the Academic Committee of Shanghai Accounting Association, and an executive director of the Auditing Society of Shanghai. Mr. Shao serves as a deputy to the 13th Shanghai Municipal People’s Congress and is entitled to a special government allowance provided by the State Council.
Subject to approval of the Shareholders for the proposed re-election of Mr. Shao Ruiqing at the EGM, Mr. Shao Ruiqing will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Shao Ruiqing will be entitled to the remuneration of RMB150,000 per annum (before tax), being the remuneration standard for the domestic independent non-executive Directors, which is determined with reference to the relevant position and duties as well as the prevailing market rate and shall be subject to approval of the Shareholders at the annual general meeting.
Save as disclosed above, as at the Latest Practicable Date, Mr. Shao Ruiqing (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Shao Ruiqing that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
APPENDIX I
Mr. Chan Kwok Leung
Mr. Chan Kwok Leung, born in 1957, was appointed as the chief operating officer and an executive director of Singamas Container Holdings Limited (a company listed on the Hong Kong Stock Exchange (stock code: 0716)) and a director of various subsidiaries of this company in 2012. Mr. Chan has been redesignated as a non-executive director of this company since 1 January 2022. Mr. Chan Kwok Leung previously served as the chief technical officer of XTRA Corporation, Genstar Container Corporation and Unicon International Ltd. Mr. Chan Kwok Leung has over 40 years of experience in factory management, marketing, container leasing, container depot management and container quality management. Mr. Chan studied in Hong Kong Baptist University with a major in production management and received professional training in container inspection from the Institute of International Container Lessors.
Subject to approval of the Shareholders for the proposed re-election of Mr. Chan Kwok Leung at the EGM, Mr. Chan Kwok Leung will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Board. Mr. Chan Kwok Leung will be entitled to the remuneration of RMB300,000 per annum (before tax), being the remuneration standard for the overseas independent non-executive Directors, which is determined with reference to the relevant position and duties as well as the prevailing market rate and shall be subject to approval of the Shareholders at the annual general meeting.
As at the Latest Practicable Date, Mr. Chan Kwok Leung and his spouse held 295,000 H Shares of the Company, of which 235,000 H Shares were held by Mr. Chan Kwok Leung and 60,000 H Shares were held by his spouse.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chan Kwok Leung (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Chan Kwok Leung that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
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BIOGRAPHICAL DETAILS OF SUPERVISORS PROPOSED FOR RE-ELECTION
APPENDIX II
Biographical details of the candidates proposed for re-election as Supervisors as required under Rule 13.51(2) of the Listing Rules are as follows:
Mr. Ye Hongjun
Mr. Ye Hongjun, born in 1963, is currently a Supervisor, and also the chief legal counsel of China COSCO SHIPPING Corporation Limited. Mr. Ye previously worked in Beijing Communications Management Institute for Executives, and successively served as the deputy section chief and section chief of the Department of Policies and Regulations and the deputy director of the Legal Section of the Ministry of Transport, the deputy director and director of the Price Regulatory Section of the Water Transportation Management Department of the Ministry of Transport, the director of the Regulatory Section of the Water Transportation Department of the Ministry of Transport, the assistant to the head (temporary) of the Maritime Safety Administration of the Ministry of Transport, and the director of the Section of Domestic Shipping Management of the Water Transportation Bureau of the Ministry of Transport. Mr. Ye graduated from the Law School of Fudan University with a master’s degree.
Subject to approval of the Shareholders for the proposed re-election of Mr. Ye Hongjun at the EGM, Mr. Ye Hongjun will enter into a service contract with the Company for a service term commencing from the date on which he is re-elected until the expiry of the term of the seventh session of the Supervisory Committee. Mr. Ye Hongjun will not receive any remuneration from the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Ye Hongjun (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Ye Hongjun that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to his proposed appointment that need to be brought to the attention of the Shareholders.
Ms. Zhu Mei
Ms. Zhu Mei, born in 1968, is currently a Supervisor. Ms. Zhu previously worked in the office of the general manager of Shanghai Shipping (Group) Company, the transport department of China Shipping (Group) Company (currently known as China Shipping Group Company Limited), the Oil Tanker Company of China Shipping Development Co., Ltd., and the office of the board of directors/the office of the general manager of China Shipping (Group) Company (currently known as China Shipping Group Company Limited). During her tenure as
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BIOGRAPHICAL DETAILS OF SUPERVISORS PROPOSED FOR RE-ELECTION
APPENDIX II
the General Party Branch Secretary and the Vice Principal of the Party School of China Shipping (Group) Company (currently known as China Shipping Group Company Limited), and the deputy dean of the Group Management Cadre College, she temporarily served as a member of the Municipal Party Committee, a member of the Standing Committee and the deputy mayor of the Municipal Government of Lincang City of Yunnan Province. Currently, she serves as a director of COSCO SHIPPING (Shanghai) Co., Ltd. and COSCO SHIPPING Seafarer Management Co., Ltd. Ms. Zhu graduated from Shanghai Maritime University with a master’s degree, and obtained a Master of Business Administration degree from Fudan University. She is a senior economist.
Subject to approval of the Shareholders for the proposed re-election of Ms. Zhu Mei at the EGM, Ms. Zhu Mei will enter into a service contract with the Company for a service term commencing from the date on which she is re-elected until the expiry of the term of the seventh session of the Supervisory Committee. Ms. Zhu Mei will not receive any remuneration from the Company.
Save as disclosed above, as at the Latest Practicable Date, Ms. Zhu Mei (i) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorship in public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Ms. Zhu Mei that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters in relation to her proposed appointment that need to be brought to the attention of the Shareholders.
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NOTICE OF EGM
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Development Co., Ltd. __ (the “ Company ”) will be held at 1:30 p.m. on Monday, 27 February 2023 (or at any adjourned meeting thereof) at 3rd Floor, Ocean Hotel Shanghai, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 9 February 2023 (the “ Circular* ”).
SPECIAL RESOLUTION
- To consider and approve the resolution in relation to the proposed grant of general mandate to issue corporate bonds.
ORDINARY RESOLUTIONS
-
To consider and approve the resolutions in relation to the re-election of the following persons as executive Directors and non-executive Directors of the seventh session of the Board:
-
(a) Mr. Liu Chong as an executive Director of the seventh session of the Board;
-
(b) Mr. Zhang Mingwen as an executive Director of the seventh session of the Board;
-
(c) Mr. Huang Jian as a non-executive Director of the seventh session of the Board;
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NOTICE OF EGM
-
(d) Mr. Liang Yanfeng as a non-executive Director of the seventh session of the Board; and
-
(e) Mr. Ip Sing Chi as a non-executive Director of the seventh session of the Board.
-
To consider and approve the resolutions in relation to the re-election and election of the following persons as independent non-executive Directors of the seventh session of the Board:
-
(a) Mr. Lu Jianzhong as an independent non-executive Director of the seventh session of the Board;
-
(b) Ms. Zhang Weihua as an independent non-executive Director of the seventh session of the Board;
-
(c) Mr. Shao Ruiqing as an independent non-executive Director of the seventh session of the Board; and
-
(d) Mr. Chan Kwok Leung as an independent non-executive Director of the seventh session of the Board.
-
To consider and approve the resolutions in relation to the re-election of the following persons as Supervisors of the seventh session of the Supervisory Committee:
-
(a) Mr. Ye Hongjun as a Supervisor of the seventh session of the Supervisory Committee; and
-
(b) Ms. Zhu Mei as a Supervisor of the seventh session of the Supervisory Committee.
By order of the Board
COSCO SHIPPING Development Co., Ltd.* Cai Lei
Joint Company Secretary
Shanghai, the People’s Republic of China
9 February 2023
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NOTICE OF EGM
Notes:
-
For the purpose of holding the EGM, the register of members of H Shares of the Company (the “ Register of Members ”) will be closed from 23 February 2023 to 27 February 2023 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. Holders of H Shares of the Company (the “ H Shareholders ”) whose names appear on the Register of Members at the close of business on 22 February 2023 will be entitled to attend and vote at the EGM.
-
In order to be eligible to attend and vote at the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited (“ Computershare ”), the H Share registrar of the Company, not later than 4:30 p.m. on 22 February 2023.
The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre, 183 Queen’s Road East Wanchai, Hong Kong
-
Each of the H Shareholders who have the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM.
-
The Form of Proxy must be signed by the Shareholder or his/her attorney duly authorized in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorized to sign the same. If the Form of Proxy is signed by an attorney of the appointer, the power of attorney or other authority under which the attorney is authorized to sign, must be notarially certified.
-
To be valid, for H Shareholders, the Form of Proxy, and if the Form of Proxy is signed by a person on behalf of the appointer under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjourned meeting thereof.
-
If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identity card and the Form of Proxy which has been signed by the Shareholder or his/her legal representative or his/her duly authorized attorney and specifies the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, such representative should produce his/her identity card and the notarized copy of the resolution passed by the Board or other authorities, or other notarized copy of the permit issued by such legal person Shareholder. The Form(s) of Proxy duly completed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed Form(s) of Proxy when the proxy(ies) attend(s) the EGM. Completion and return of the Form of Proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjourned meeting thereof should he/she so wishes.
-
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, voting on the resolutions set out in the Notice of EGM will be conducted by way of poll. Poll results will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk after the EGM.
-
Where there are joint registered holders of any Shares of the Company, only the person whose name stands first on the Register of Members in respect of such Shares may vote at the EGM, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto.
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NOTICE OF EGM
- The EGM is estimated to last for half a day. Shareholders who intend to attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.
As at the date of this notice, the Board comprises Mr. Liu Chong and Mr. Zhang Mingwen, being executive Directors, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors, and Mr. Cai Hongping, Mr. Lu Jianzhong, Ms. Zhang Weihua and Mr. Shao Ruiqing, 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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