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COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2007
Aug 15, 2007
50782_rns_2007-08-15_23ee121b-ccfb-41ac-a096-556707405df6.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)
NOTICE OF FOREIGN SHAREHOLDERS CLASS MEETING
NOTICE IS HEREBY GIVEN that a class meeting for holders of H Shares (“ Foreign Shareholders Class Meeting ”) of China Shipping Container Lines Company Limited (“ Company ”) will be held at 9:00 a.m. on Saturday, 29 September 2007 at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China (“ PRC ”) to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the Circular of the Company dated 15 August 2007:
Special Resolutions
1. Proposal for Initial Public Offering and Listing of A Shares
To cope with market competition and strengthen industry leadership, the Company keeps increasing capital expenditure for vessels and containers, step ups developing sea routes and building up sea route brands, and extends and intensifies foreign cooperation, all of which entail greater capital strength and financing efficiency. To that end, the Company plans initial public offering and listing of A Shares (“the Offering of A Shares”). The return to the A Share market may diversify the financing channels of the Company and provide the Company with greater margin in the selection of financial channels in the future. Also, as the customer group of the Company is mainly based in China, the return to the A Share market may enhance the brand influence and promote the sea route optimization strategy of the Company. The specific scheme of the Offering of A Shares is:
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(a) Type of shares to be offered: RMB ordinary shares (A Shares)
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(b) Number of A Shares to be offered: Not more than the higher of (i) 1,507,500,000 A Shares; or (ii) 20% of the enlarged issued share capital of the Company immediately after completion of the proposed A Share Issue and the Bonus Issue, assuming that the Bonus Issue is declared.
The final number of A Shares to be issued shall be determined by the Board based on the approval to be obtained from the CSRC and as authorized by the Shareholders at the EGM and separate Class Meetings, having regard to the relevant market conditions.
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(c) Par value: RMB1.00 per share
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(d) Target subscribers: Qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with)
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(e) Place of listing: Shanghai Stock Exchange
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(f) Methods of issue: The proposed A Share Issue shall be conducted via a combination of placement through (i) allotment to strategic investors; (ii) offline offering to investors subject to market consultation; and (iii) placement through online subscription; or other methods of issue approved by the CSRC
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(g) Price determination method: The issue price range will be determined based on prevailing market conditions of the PRC securities market at the time when the A Share Issue takes place, by way of market pricing consultation mechanism or any other price determination method approved by the CSRC. The issue price will be determined by the Company and the underwriters according to the market conditions at the time of the A Share Issue
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(h) Use of proceeds: The net proceeds of the Offering of A Shares after deduction of offering expenses will be used to (i) construct container vessels; (ii) purchase assets related to container transportation business; (iii) strengthen the Company’s working capital base; and (iv) repay bank loans
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(i) Plan for distribution of distributable profit before offering: Shareholders in the Offering of A Shares are not entitled to the distributable profit of the Group as at 30 June 2007. The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered
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(j) Validity period of the resolution: The resolution on the Offering of A Shares shall be valid for 12 months since its adoption at the general meeting
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(k) Scope of authorization for the Board in the Offering of A Shares: (i) The Board is granted full right to decide and handle matters relating to the Offering of A Shares and listing (including but not limited to deciding the offering time, quantity, method, pricing method, price, target subscribers, number and percentage of A Shares offered to the respective subscribers); (ii) The Board is granted full right to sign the documents needed for the Offering of A Shares and listing (including but not limited to the prospectus, summary of the prospectus, sponsorship agreement, listing agreement and various announcements); (iii) The Board is authorized to amend the Articles of Association of the Company in line with the Offering of A Shares, and go through relevant examination, approval and registration formalities; (iv) The Board may propose to the general meeting to authorize the Board to decide and execute matters relating to using the proceeds from the Offering of A Shares to construct container vessels; purchase assets related to container transportation business; strengthen the Company’s working capital base; and repay bank loans. (including but not limited to specific project, value, execution time and method); (v) The Board is authorized to go through other necessary formalities relating to the Offering of A Shares and listing, take other necessary actions relating to the Offering of A Shares and listing, and upon completion of the Offering of A Shares, go through formalities for the registration of relevant matters such as change of the registered capital of the Company. The Board may transfer the aforesaid authorizations to a specific director where appropriate.
The aforesaid matters shall be subject to adoption by special resolution at the Foreign Shareholders Class Meeting, and are hereby proposed for consideration at the Foreign Shareholders Class Meeting.
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2. Proposal Concerning the Plan for Distribution of Distributable Profit Before Offering
The plan for distribution of distributable profit before initial public offering of A Shares (“the Offering of A Shares”) is as follows:
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(a) Shareholders in the Offering of A Shares are not entitled to the distributable profit of the Group as at 30 June 2007.
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(b) Some of the distributable profit of the Group as at 30 June 2007 will be distributed as share dividend at par value, i.e. 5.5 bonus shares per 10 shares, totaling RMB3,316,500,000. The distribution of bonus shares shall be adopted by a special resolution at the general meeting and implemented upon approval by the relevant examination and approval authority.
The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered.
The record relating to the share capital of the Company in the Articles of Association shall also be modified where appropriate after the distribution of bonus shares. Specifically,
Article 3.6 shall be amended as follows:
“With approval of SAAC, the number of common shares issued by the Company at the time of its incorporation was 3,830,000,000, which common shares were state-owned corporate shares, all held by China Shipping (Group) Company.
The number of overseas listed foreign shares at the IPO of the Company was 2,200,000,000 upon approval by the securities regulatory authority under the State Council. After issue of the aforesaid overseas listed foreign shares, the equity structure of the Company is: 6,030,000,000 common shares, including 3,610,000,000 held by China Shipping (Group) Company, accounting for approximately 59.87% of the common shares issued by the Company, and 2,420,000,000 held by shareholders of H Shares, accounting for approximately 40.13% of the common shares issued by the Company.
Upon approval by a special resolution at the second extraordinary general meeting of the Company in 2007 and approval by the examination and approval authority authorized by the State Council, the Company distributed its dividend as at 30 June 2007 as share dividend to holders of domestic shares and overseas listed foreign shares (i.e. 5.5 bonus shares per 10 shares, totaling RMB3,316,500,000). After the aforesaid distribution of dividends, the equity structure of the Company is: 9,346,500,000 common shares, including 5,595,500,000 held by China Shipping (Group) Company, accounting for approximately 59.87% of the common shares issued by the Company, and 3,751,000,000 held by shareholders of H Shares, accounting for approximately 40.13% of the common shares issued by the Company.”
Article 3.9 shall be amended as follows: “The registered capital of the Company is RMB9,346,500,000.”
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In respect of the distribution of RMB3,316,500,000 shares as bonus shares, the general meeting is requested to authorize the Board (1) to execute distribution and handle matters relating to the examination, approval and registration of the amendments to the Articles of Association; (2) to sign necessary documents relating to share dividend distribution; (3) to go through other necessary formalities relating to the share dividend distribution and take other necessary actions relating to share dividend distribution.
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(c) The distributable profit of the Group as at 30 June 2007 after deduction of the aforesaid distribution will be distributed as cash dividend, and the specific distribution plan shall be formulated and implemented by the Board as authorized by the general meeting.
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(d) The distributable profit will be the lower of the distributable profits of the Group as at 30 June 2007 in the audited financial statement prepared under China Accounting Standards for Business Enterprises and that in the audited financial statement prepared under Hong Kong Financial Reporting Standard.
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(e) The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered.
The distributable profit from 1 July 2007 to the day preceding the Offering of A Shares shall be shared by existing and new shareholders after A Shares are offered.
The aforesaid matters shall be subject to adoption by special resolution at the Foreign Shareholders Class Meeting, and shall come into effect after the Proposal for Initial Public Offering and Listing of A Shares is approved at the general meeting and shareholders class meetings, and are hereby proposed for consideration at the Foreign Shareholders Class Meeting.
By Order of the Board China Shipping Container Lines Company Limited Li Shaode Chairman
Shanghai, the People’s Republic of China 15 August 2007
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Notes:
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The Company will treat these special resolutions to be passed if each attains a two-thirds majority of the voting rights of holders of H Shares attending the meeting.
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Shareholders are reminded to read carefully details of the proposed A Share Issue and Bonus Issue as well as the relevant content of the proposals made by the Company in relation to the use of proceeds from the A Share Issue and the dividends as declared in the Bonus Issue.
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The address of Computershare Hong Kong Investor Services Limited is as follows:
46th Floor, Hopewell Centre 183 Queen’s Road East Hong Kong
- Holders of H shares, who intend to attend the Foreign Shareholders Class Meeting, must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the Foreign Shareholders Class Meeting. Details of the Directorate Secretary Office of the Company are as follows:
3rd Floor 450 Fu Shan Road Pudong New District Shanghai The People’s Republic of China 200122 Tel: 86-21-6596-6666 Fax: 86-21-6596-6813
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Each holder of H shares who has the right to attend and vote at the Foreign Shareholders Class Meeting is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the Foreign Shareholders Class Meeting. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.
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The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified.
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To be valid, for holders of H shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, the address of which is set out in Note 3 above, not less than 24 hours before the time for holding the Foreign Shareholders Class Meeting or any adjournment thereof in order for such documents to be valid.
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If a proxy attends the Foreign Shareholders Class Meeting on behalf of a Shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the Foreign Shareholders Class Meeting, such representative should produce his/her identity card and the notarized copy of the resolution passed by the board of directors or other authorities or other notarized copy of the license issued by such legal person Shareholder.
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Pursuant to Articles 8.18 to 8.20 of the Articles of Association of the Company, at the Foreign Shareholders Class Meeting, a resolution shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:
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(a) by the chairman of the meeting;
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(b) by at least two Shareholders entitled to vote present in person or by proxy;
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(c) by one or more Shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote at the meeting.
The demand for a poll may be withdrawn by the person who makes such demand. A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded. On a poll taken at the meeting, a Shareholder (including proxy) entitled to two or more votes need not cast all his or her votes in the same way.
- Notice is hereby given that pursuant to the Articles of Association of the Company, for the purpose of holding the Foreign Shareholders Class Meeting, the register of H Share members will be closed from 31 August 2007 to 29 September 2007 (both days inclusive), during which period no transfer of shares of the Company will be registered. Shareholders whose names appear on the register of H Share members at the close of business on 1 September 2007 are entitled to attend and vote at the Foreign Shareholders Class Meeting. Shareholders whose name appear on the register of H Share members at the close of business on 29 September 2007 are entitled to the Bonus H Shares.
In order to attend the Foreign Shareholders Class Meeting and to qualify for the Bonus H Shares, holders of the Company’s H shares shall lodge all transfers together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H shares registrar, at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 30 August 2007.
- The Foreign Shareholders Class Meeting is expected to last for half an hour. Shareholders attending the Foreign Shareholders Class Meeting are responsible for their own transportation and accommodation expenses.
The Board as at the date of this announcement comprises of Mr. Li Shaode, Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive directors, Mr. Ma Zehua, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Xu Hui, being non-executive directors, and Mr. Hu Hanxiang, Mr. Shen Kangchen, Mr. Wang Zongxi and Mr. Jim Poon (also known as Mr. Pan Zhanyuan), being independent non-executive directors.
- 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”.
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