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COSCO SHIPPING Holdings Co., Ltd. Proxy Solicitation & Information Statement 2008

Apr 22, 2008

50267_rns_2008-04-22_8fd17d74-be78-4cbb-b586-948bff17dce9.pdf

Proxy Solicitation & Information Statement

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中國遠洋控股股份有限公司 China COSCO Holdings Company Limited*

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1919)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China COSCO Holdings Company Limited (the “Company”) will be held at 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong at 11:00 a.m. or so soon thereafter as the annual general meeting of the Company shall have been concluded or adjourned on 6 June 2008 for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications):

THAT

  • (1) the guarantee entered into between the Company as guarantor and Shandong Province Branch of Bank of China as the lender for a guarantee amount of US$69,800,000 (copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose) be and is hereby approved, confirmed and ratified;

  • (2) the eight agreements entered into between COSCO Container Lines Company Limited (“COSCON”) as buyer and Nantong COSCO KHI Ship Engineering Co., Ltd. (“NACKS”) as builder respectively in relation to the construction of eight 13,350 TEU vessels (copies of which are tabled at the meeting and marked “B” and initialed by the chairman of the meeting for identification purpose) and all the transactions contemplated thereby be and are hereby approved, confirmed and ratified;

  • (3) the nine agreements entered into among COSCO Bulk Carrier Co., Ltd. (“COSCO Bulk”), and COSCO (Hong Kong) Shipping Co., Ltd. (“COSCO HK Shipping”) as transferees, COSCO International Ship Trading Co., Ltd. (“COSCO International”) as original buyer and transferor and COSCO Shipyard Group Co., Ltd. (“COSCO Shipyard Group”) as builder respectively, pursuant to which the rights and obligations of COSCO International under the nine construction of vessels agreements entered into between COSCO International as buyer and COSCO Shipyard Group as builder in relation to the construction of nine 57,000 DWT type motor bulk carriers were sold and transferred to COSCO Bulk and COSCO HK Shipping (copies of which are tabled at the meeting and marked “C” and initialed by the chairman of the meeting for identification purpose) and all the transactions contemplated thereby be and are hereby approved, confirmed and ratified;

  • (4) the eight agreements entered into among COSCO Bulk and COSCO HK Shipping as transferees, Ching Tung (H.K.) Shipping Co., Ltd. (“Ching Tung”) and PMSL Shipping Services Limited (“PMSL”) as original buyers and transferors and NACKS as builder respectively, pursuant to which the rights and obligations of Ching Tung and PMSL under the eight construction of vessels agreements entered into between Ching Tung and PMSL as buyers and NACKS as builder in

relation to the construction of eight 205,000 DWT bulk vessels were sold and transferred to COSCO Bulk and COSCO HK Shipping (copies of which are tabled at the meeting and marked “D” and initialed by the chairman of the meeting for identification purpose) and all the transactions contemplated thereby be and are hereby approved, confirmed and ratified.”

By order of the Board of Directors China COSCO Holdings Company Limited Zhang Yongjian Company Secretary

Beijing, the PRC 22 April 2008

Notes:

  1. According to the Articles of Association of the Company, resolutions at general meetings of the Company will be determined by a show of hands unless a poll is required under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited or demanded before or after any vote by show of hands. A poll may be demanded by the chairman of the meeting or at least two Shareholders entitled to vote, present in person or by proxy, or by one or more Shareholders present in person or by proxy representing 10% or more of all shares carrying the voting rights at the meeting singly or in aggregate. Irrespective of whether the voting is carried out by show of hands or by poll, the votes counted will be based on the number of shares represented by such votes.

  2. A shareholder entitled to attend and vote at this meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not to be a shareholder of the Company.

  3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

  4. In order to be valid, the form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Rooms 1806-1807, 18/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) for holders of H shares not less than 24 hours before the time appointed for the holding of this meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at this meeting if he so wishes.

  5. Shareholders whose name appear in the register of members of the Company on 6 May 2008 at 4:30 p.m. are entitled to attend and vote at the meeting.

  6. Shareholders who intend to attend this meeting in person or by proxy should return the reply slip to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, for holders of H shares not later than 20 days before the date of this meeting, i.e. 16 May 2008.

  7. Shareholders or their proxies attending this meeting shall produce their identity documents.

  8. As at the date of this announcement, the executive directors of the Company are Mr. WEI Jiafu (Chairman and CEO) and Mr. CHEN Hongsheng (President); the non-executive directors of the Company are Mr. ZHANG Fusheng (Vice Chairman), Mr. LI Jianhong, Mr. XU Lirong, Mr. ZHANG Liang and Ms. SUN Yueying; and the independent non-executive directors of the Company are Ms. LI Boxi, Mr. TSAO Wen King, Frank, Mr. Alexander Reid HAMILTON and Mr. CHENG Mo Chi.

  • 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 COSCO Holdings Company Limited”.

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