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COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2006
Feb 13, 2006
50782_rns_2006-02-13_0f276253-d6a7-48f5-abb4-cf879cb1627c.pdf
Proxy Solicitation & Information Statement
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 2866)
FORM OF PROXY FOR SPECIAL GENERAL MEETING TO BE HELD ON FRIDAY, 31 MARCH 2006
No. of shares to which this form of proxy relates[1] Type of shares (domestic shares or H shares) to which this form of proxy relates[2]
I/We[3]
of
being shareholder(s) of China Shipping Container Lines Company Limited (the “Company”) hereby appoint[4] the Chairman of the Meeting or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China (the “PRC”) on Friday, 31 March 2006 at 2:00 p.m. (the “Meeting”) and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice convening the Meeting, and, if no such indication is given, as my/our proxy thinks fit.
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----- Start of picture text ----- RESOLUTIONS For [5] Against [5] Abstain [5]1. To consider and, if thought fit, passing the following resolution, with or withoutamendments, as an ordinary resolution (see overleaf for full resolution) .2. To consider and, if thought fit, approve the following proposed amendment tothe Articles of Association of the Company by way of special resolution , detailsof which are as follows (see overleaf for full resolution) .----- End of picture text -----
Date: Signature(s)[6] :
Notes:
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Please insert the number of shares to which this form of proxy relates, which must not exceed the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
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Please also insert the type of shares (domestic shares or H shares) to which this form of proxy relates.
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Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in BLOCK LETTERS .
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If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A ” ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, INDICATE WITH A ” ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, INDICATE WITH A ” ” IN THE BOX MARKED “ABSTAIN”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.
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Where there are joint registered holders of any share, only the person whose name stands first on the register in respect of such share may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto.
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To be valid, for holders of domestic shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to the Directorate Secretary Office of the Company at 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the PRC, 200122, not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong within the same period.
- 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 the English name “China Shipping Container Lines Company Limited”.
Resolutions No.1 and No. 2 in full
- to consider and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution:
“ THAT the master provision of containers agreement (the “Agreement”) to be entered into between the Company and China Shipping (Group) Company (a copy of the draft Agreement has been produced to this Meeting marked A and initialed by the Chairman for the purpose of identification), all transactions (including all continuing connected transactions) contemplated thereunder and the annual caps in respect of such transactions, details of which are set out in the circular to shareholders of the Company dated 13 February 2006, be and are hereby approved and confirmed and any one director of the Company be and is hereby authorized to:
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(a) sign the Agreement for and on behalf of the Company; and
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(b) do all such further acts and things and execute all such further documents and take all such steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of and the matters contemplated under the Agreement.”
- to consider and, if thought fit, approve the following proposed amendment to the Articles of Association of the Company by way of special resolution , details of which are as follows:
Article 10.1 to be deleted in its entirety and replaced by the following:
Article 10.1 The Company has a board of directors which is responsible for and reports to the general meetings. The board of directors is composed of 13 directors, among which at least two of them are executive directors who are responsible for the daily duties designated by the Company whilst the remaining are non-executive directors who do not deal with daily affairs. The board of directors has one chairman and two vice-chairmen.