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COSCO SHIPPING Development Co., Ltd. Proxy Solicitation & Information Statement 2016

Dec 12, 2016

50782_rns_2016-12-12_e639a70b-153b-41ed-b3fe-27d955e0309f.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.

中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.[*]

(Formerly known as 中海集裝箱運輸股份有限公司 China Shipping Container Lines Company Limited)

(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 COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Thursday, 26 January 2017 (or at any adjournment thereof) at Holiday Inn Shanghai Jinxiu, No.399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions.

ORDINARY RESOLUTIONS

  1. To consider and approve the resolution in relation to the proposed amendments to the rules of procedure of the board of directors of the Company.

  2. To consider and approve the resolution in relation to the proposed amendments to the rules of procedure of the supervisory committee of the Company.

By order of the board of COSCO SHIPPING Development Co., Ltd. Yu Zhen

Joint Company Secretary

Shanghai, the People’s Republic of China

12 December 2016

Notes:

  1. As disclosed in (i) the notice of extraordinary general meeting (the “ First EGM ”) and notice of H shares class meeting (the “ H Shares Class Meeting ”) dated 1 November 2016, for the purpose of holding the First EGM and the H Shares Class Meetings on 16 December 2016, the register of H shares members of the Company (the “ Register of Members ”) will be closed from 16 November 2016 to 16 December 2016 (both days inclusive), and (ii) the notice of extraordinary general meeting (the “ Second EGM ”) dated 11 November 2016, for the purpose of holding the Second EGM on 28 December 2016, the Register of Members will remain closed until 28 December 2016 (inclusive of 28 December 2016), and (iii) for the purpose of holding the EGM, the Register of Members will continue to remain closed until 26 January 2017 (inclusive of 26 January 2017), during which period no transfer of H shares of the Company will be registered. Holders of the Company’s H shares (the “ H Shareholders ”) whose names appear on the Register of Members at the close of business on 15 November 2016 are entitled to attend and vote at the EGM.

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  1. In order to attend 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 Company’s H share registrar, not later than 4:30 p.m. on 15 November 2016.

The address of Computershare is as follows:

Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

  1. H Shareholders 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. not later than 6 January 2017).

The address of the Directorate Secretary Office of the Company is as follows:

22nd Floor, Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai 200135 the People’s Republic of China Tel: (8621) 6596 7333 Fax: (8621) 6596 6813

  1. Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a holder of the Company’s H shares or A shares (the “ Shareholder ”) or not, to attend and vote on his/her behalf at the EGM.

  2. The form of proxy must be signed by the Shareholder or his/her attorney duly authorised 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 authorised to sign the same. If the 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.

  3. To be valid, for H Shareholders, 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 Shops 1712-1716, 17th 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.

  4. 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 of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

  5. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (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, the resolution 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 of Hong Kong Limited (the “ Stock Exchange ”) at www.hkexnews.hk after the EGM.

  6. Where there are joint registered holders of any share of the Company, only the person whose name stands first on the Register of Members in respect of such share may vote at the EGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.

  7. 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.

  8. For more information relating to the above resolutions, please refer to the overseas regulatory announcement of the Company dated 12 December 2016 and the circular of the Company expected to be issued by the Company in January 2017.

The board of the directors of the Company as at the date of this notice comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Chen Dong, being non-executive directors, and Mr. Cai Hongping, Mr. Tsang Hing Lun, 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 “COSCO SHIPPING Development Co., Ltd.”.

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