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COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2013
Oct 25, 2013
50782_rns_2013-10-25_262ede08-85ad-4cb5-82c9-4e4736091832.pdf
Proxy Solicitation & Information Statement
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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 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.
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(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 an extraordinary general meeting (the “ EGM ”) of China Shipping Container Lines Company Limited (the “ Company ”) will be held at 9:30 a.m. on Thursday, 12 December 2013 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New District, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company, and unless otherwise specified, terms defined in the discloseable and connected transaction announcement of the Company dated 11 October 2013 shall have the same meanings when used in this notice. In addition, a circular (the “ Circular ”) containing details of the following resolutions will be dispatched to the shareholders of the Company in accordance with Rule 19A.39A of the Listing Rules on or before 30 November 2013.
ORDINARY RESOLUTIONS
1. “THAT:
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(a) the Share Purchase Agreement entered into between the Company, China Shipping Terminal Development (H.K.) Co., Ltd. (“ CSTD HK ”), and China Shipping (HK) Holdings Co., Ltd in respect of, among other things, the sale of 100% equity interest in China Shipping Terminal Development Co., Ltd. to CSTD HK which will be settled through the issuance of new shares in CSTD HK to the Company, a copy of which has been marked “A” and produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder (the “ Transaction ”) be and are hereby approved, confirmed and ratified; and
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(b) the directors of the Company be and are hereby authorised on behalf of the Company to do all such things and acts and sign all such documents which they consider necessary, desirable or expedient to implement and/or to give effect to or in connection with the Transaction.”
2. “THAT during the period of one year from the passing of this resolution, the board of directors of the Company be and is hereby authorized to approve the provision of guarantees to wholly-owned subsidiaries of the Company in the amount not exceeding USD1,000,000,000 or its equivalent in RMB.”
By Order of the Board China Shipping Container Lines Company Limited Ye Yumang Company Secretary
Shanghai, the PRC 28 October 2013
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Notes:
- A. For the purpose of holding the EGM, the register of H shares members of the Company (“ Register of Members ”) will be closed from Tuesday, 12 November 2013 to Thursday, 12 December 2013 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares whose names appear on the Register of Members at the close of business on Monday, 11 November 2013 are entitled to attend and vote at the EGM.
In order to attend the EGM, holders of the Company’s H shares shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited (“ Computershare ”), the Company’s H share registrar, not later than 4:30 p.m. on Monday, 11 November 2013.
The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
- B. Holders of H shares, who intend to attend the EGM, 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 EGM, i.e. no later than Friday, 22 November 2013.
Details of the Directorate Secretary Office of the Company are as follows:
4th Floor 450 Fu Shan Road Pudong New District Shanghai 200122 the People’s Republic of China Tel: (8621) 6596 7333 (8621) 6596 6512 Fax: (8621) 6596 6813
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C. Each holder of H shares who has 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 behalf at the EGM.
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D. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
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E. 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 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 adjournment thereof in order for such documents to be valid.
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F. If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify 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 notarised copy of the resolution passed by the Board or other authorities or other notarised copy of the licence issued by such legal person Shareholder.
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G. 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, each of the resolutions set out in the notice of the EGM will be voted on by poll. Results of the poll voting will be published on the website of the Stock Exchange at www.hkexnews.hk after the EGM.
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H. The EGM is estimated to last for half a day. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.
The Board as at the date of this notice comprises of Mr. Li Shaode, Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Zhang Guofa and Mr. Zhao Hongzhou, being executive Directors, Mr. Wang Daxiong, Ms. Su Min, Mr. Ding Nong, Mr. Chen Jihong and Mr. Zhang Rongbiao, being non-executive Directors, and Ms. Zhang Nan, Mr. Teo Siong Seng, Mr. Chen Lishen, Mr. Guan Yimin and Mr. Shi Xin, being independent non-executive Directors.
- The Company is registered as a non-Hong Kong 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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