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COSCO SHIPPING Development Co., Ltd. Capital/Financing Update 2016

May 13, 2016

50782_rns_2016-05-13_9bf794ed-647f-4b02-9144-2d68cc6dca35.pdf

Capital/Financing Update

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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 GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES

The board (the “ Board ”) of directors (the “ Directors ”) of China Shipping Container Lines Company Limited (the “ Company ”) hereby announces that:

In order to provide the Board with flexibility and discretion to issue new shares, the Board has resolved to propose a special resolution at the annual general meeting for the year 2015 (the “ 2015 AGM ”) for the shareholders of the Company to grant an unconditional general mandate (the “ General Mandate ”) to the Board to, subject to market condition and the needs of the Company, separately or concurrently issue, allot and deal with new shares not exceeding 20% of the respective total number of A shares and/or H shares in issue as at the date of the passing of such resolution.

Details of the content and validity of the General Mandate to be granted by the general meeting are as follows:

I. The General Mandate

Details of the General Mandate include but not limited to:

  1. Granting of an unconditional general mandate to the Board to, subject to market condition and the needs of the Company, separately or concurrently issue, allot and deal with the A shares and/or H shares of the Company.

  2. The total number of the A shares and/or H shares to be separately or concurrently allotted by the Board shall not exceed:

  3. (1) 20% of the existing A shares in issue at the date of the passing of this resolution at the 2015 AGM; and/or

  4. (2) 20% of the existing H shares in issue at the date of the passing of this resolution at the 2015 AGM.

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  1. The Board be authorised to formulate and implement detailed issuance plan, including but not limited to the class of new shares to be issued, pricing mechanism and/or issuance price (including price range), number of shares to be issued, allottees and use of proceeds, timing of issuance, period of issuance and whether to allot shares to existing shareholders.

  2. The Board be authorised to engage the services of professional advisers for share issuance related matters, and to approve and execute all acts, deeds, documents or other matters necessary, appropriate or required for share issuance; approve and execute, on behalf of the Company, agreements related to the share issuance, including but not limited to placing or underwriting agreement and engagement agreements of professional advisers.

  3. The Board be authorised to approve and execute, on behalf of the Company, statutory documents in relation to share issuance to be submitted to regulatory authorities, to carry out approval procedures required by regulatory authorities, and to complete all necessary filings, registrations and records with the relevant governmental authorities and/or stock exchanges.

  4. The Board be authorised to amend, as required by regulatory authorities within or outside the PRC, agreements and statutory documents referred to in items no. 4 and 5 above.

  5. The Board be authorised to increase the registered capital of the Company after share issuance, and to make corresponding amendments to the articles of association of the Company relating to share capital and shareholding structure, etc., and the management be authorised to carry out the relevant procedures.

  6. The Board be authorised, subject to acquiring the authorisation under the aforementioned items no. 1-7, to delegate the chairman of the Board or other senior management to, collectively or individually, deal with all the work relating to the shares issuance under the General Mandate.

II. Validity of the General Mandate

The General Mandate stays valid from the passing of this resolution as a special resolution at the 2015 AGM until whichever is the earliest of:

  1. the conclusion of the annual general meeting for the year 2016 of the Company;

  2. the ending of the 12-month period following the passing of this resolution as a special resolution at the 2015 AGM; or

  3. the revocation or variation of the authorisation given to the Board under this resolution by passing a special resolution of the Company in a general meeting.

Provided the Board has, during the validity term of the authorisation, executed necessary files or fulfilled necessary procedures while such files or procedures may have to be performed or exercised, or will be completed after the expiry of the authorisation, the term of the authorisation shall be extended correspondingly.

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The Board’s exercise of the power granted under the aforementioned General Mandate is subject to the compliance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and all the requisite approvals from the relevant authorities.

As of the date of this announcement, the Board does not have any concrete plan on the issuance of new shares under the General Mandate. The resolution in respect of the General Mandate is subject to approval at the Company’s general meeting.

By order of the Board of China Shipping Container Lines Company Limited Yu Zhen Joint Company Secretary

Shanghai, the PRC 13 May 2016

The Board as at the date of this announcement comprises of Ms. Sun Yueying, Mr. Huang Xiaowen, Mr. Wang Daxiong and Mr. Liu Chong, being executive Directors, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Chen Jihong, being non-executive Directors, and Ms. Zhang Nan, Mr. Guan Yimin, Mr. Shi Xin, 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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