AI assistant
COSCO SHIPPING Development Co., Ltd. — Regulatory Filings 2019
Jul 5, 2019
50782_rns_2019-07-05_12ebbbba-7216-4b19-8d6c-896693d93a76.pdf
Regulatory Filings
Open in viewerOpens in your device viewer
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.
==> picture [91 x 32] intentionally omitted <==
中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.*
(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 1:30 p.m. on Tuesday, 20 August 2019 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolution. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the announcements of the Company dated 5 July 2019 (the “ Announcements ”).
ORDINARY RESOLUTIONS
- To consider and approve the resolution in relation to the Proposed Revised Annual Cap:
“ THAT:
-
(a) the Proposed Revised Annual Cap for the transactions contemplated under the Master Containers Services Agreement for the year ending 31 December 2019 be and is hereby approved, confirmed and ratified in all respects; and
-
(b) any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Revised Annual Cap.”
– 1 –
-
To consider and approve the resolutions in relation to the re-election of the following persons as executive Directors and non-executive Directors of the sixth session of the Board:
-
(a) Mr. Wang Daxiong as an executive Director of the sixth session of the Board;
-
(b) Mr. Liu Chong as an executive Director of the sixth session of the Board;
-
(c) Mr. Xu Hui as an executive Director of the sixth session of the Board;
-
(d) Mr. Feng Boming as a non-executive Director of the sixth session of the Board;
-
(e) Mr. Huang Jian as a non-executive Director of the sixth session of the Board; and
-
(f) Mr. Liang Yanfeng as a non-executive Director of the sixth session of the Board.
-
To consider and approve the resolutions in relation to the re-election of the following persons as independent non-executive Directors of the sixth session of the Board:
-
(a) Mr. Cai Hongping as an independent non-executive Director of the sixth session of the Board;
-
(b) Ms. Hai Chi Yuet as an independent non-executive Director of the sixth session of the Board;
-
(c) Mr. Graeme Jack as an independent non-executive Director of the sixth session of the Board;
-
(d) Mr. Lu Jianzhong as an independent non-executive Director of the sixth session of the Board; and
-
(e) Ms. Zhang Weihua as an independent non-executive Director of the sixth session of the Board.
– 2 –
-
To consider and approve the resolutions in relation to the re-election of the following persons as Supervisors of the sixth session of the Supervisory Committee:
-
(a) Mr. Ye Hongjun as a Supervisor of the sixth session of the Supervisory Committee; and
-
(b) Mr. Hao Wenyi as a Supervisor of the sixth session of the Supervisory Committee.
By order of the Board of COSCO SHIPPING Development Co., Ltd. Yu Zhen
Company Secretary
Shanghai, the People’s Republic of China
5 July 2019
Notes :
-
For the purpose of holding the EGM, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from 20 July 2019 to 20 August 2019 (both days inclusive), 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 19 July 2019 are entitled to attend and vote at the EGM.
-
In order to attend and vote at 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 19 July 2019.
The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
- H Shareholders who intend to attend the EGM must complete the reply slips and return them to the Securities and Public Relations Department of the Company not later than 20 days before the date of the EGM (i.e. not later than 31 July 2019).
The address of the Securities and Public Relations Department of the Company is as follows: 5th Floor, COSCO SHIPPING Plaza 5299 Binjiang Dadao Pudong New District Shanghai the People’s Republic of China Tel: (8621) 6596 7333 Fax: (8621) 6596 6498
-
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 Shareholder or not, to attend and vote on his/her behalf at the EGM.
-
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 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.
-
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. Form(s) of proxy duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed form of proxy when the proxy(ies) attend(s) the EGM. 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.
-
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, 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.
-
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.
-
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 Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong, Mr. Gu Xu and Ms. Zhang Weihua, 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.”.
– 4 –