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Dida Inc. — AGM Information 2005
Jan 14, 2005
50671_rns_2005-01-14_69e6efbc-d7e2-40bb-87ab-01d395303d65.pdf
AGM Information
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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) will be held at 10 a.m. on Tuesday, 1 March 2005 at Room 319, 700 Dong Da Ming Road, Shanghai, The People’s Republic of China, to consider and, if thought fit, approve the following ordinary resolutions:
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“ THAT the conditional bareboat charterparties dated 22 December 2004 (the “ First Bareboat Chaterparties ”) entered into between the Company and China Shipping Container Lines Co. Ltd. (“ CS Container Lines ”) for the lease of four container vessels named “Xiangli”, “Xiangmao”, “Xiangyue” and “Xiangzhuang” by the Company to CS Container Lines for a term of three years commencing from 1 January 2005, the continuing connected transactions contemplated thereunder and the proposed annual cap for the continuing connected transactions contemplated thereunder, be and are hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the First Bareboat Charterparties.”
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“ THAT the conditional bareboat charterparty dated 22 December 2004 (the “ Second Bareboat Charterparty ”) entered into between Xiang Xiu Shipping S.A. ( ) (“ Xiang Xiu Shipping ”)and China Shipping Container Lines (Asia) Co. Ltd. ( ) (“ CS Container Lines (Asia) ”) for the lease of a container vessel named “Xiangzhu” by Xiang Xiu Shipping to CS Container Lines (Asia) for a term of three years commencing from 1 January 2005, the continuing connected transactions contemplated thereunder and the proposed annual cap for the continuing connected transactions contemplated thereunder, are hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the Second Bareboat Charterparty.”
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“ THAT the conditional bareboat charterparties dated 22 December 2004 (the “ Third Bareboat Charterparties ”) entered into between each of Xiang Da Shipping S.A. ( ) (“ Xiang Da Shipping ”), Xiang Xiu Shipping, Xiang Xin Shipping S.A. ( ) (“ Xiang Xin Shipping ”) and Xiang Wang Shipping S.A ( ) (“ Xiang Wang Shipping ”) and CS Container Lines (Asia) for the lease of various container vessels named “Xiangda”, “Xiangxiu”, “Xiangxin and “Xiangwang” respectively, by Xiang Da Shipping, Xiang Xiu Shipping, Xiang Xin Shipping and Xiang Wang Shipping, respectively, to CS Container Lines (Asia) for a term of three years commencing from 1 January 2005, the continuing connected transactions contemplated thereunder and the proposed annual cap for the continuing connected transactions contemplated thereunder, be and are hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the Third Bareboat Charterparties..”
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“ THAT a conditional charterparty dated 22 December 2004 (the “ Fourth Bareboat Charterparty ”) entered into between the Company and Shanghai Shipping Industrial Company Limited ( ) (“ Shanghai Shipping ”) for the lease of an oil tanker named “Daqing 88” by Shanghai Shipping to the Company for a term of three years commencing from 1 January 2005, the continuing connected transactions contemplated thereunder and the proposed annual cap for the continuing connected transactions contemplated thereunder, be and are hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the Fourth Bareboat Charterparties.”
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“ THAT a conditional charterparty dated 22 December 2004 (the “ Fifth Bareboat Charterparty ”) entered into between the Company and China Shipping (Hong Kong) Holdings Company Limited ( ) (“ China Shipping (HK) Holdings ”) for the lease of an oil tanker named “Song Lin Wan” by China Shipping (HK) Holdings to the Company for a term of three years from China Shipping (HK) Holdings to the Company for a term of three years commencing from 1 January 2005, the continuing connected transactions contemplated thereunder and the proposed annual cap for the continuing connected transactions contemplated thereunder, be and are hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the Fifth Bareboat Charterparty.”
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“ THAT a conditional sale and purchase agreement dated 22 December 2004 (the “ First Sale and Purchase Agreement ”) entered into between the Company and China Shipping Industry Company Limited ( ) (“ CS Industry ”) for the sale of an oil tanker named “Daqing 242” by the Company to CS Industry, and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the First Sale and Purchase Agreement.”
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“ THAT a conditional sale and purchase agreement dated 22 December 2004 (the “ Second Sale and Purchase Agreement ”) entered into between the Company and CS Industry for the sale of an oil tanker named “Ning He” to CS Industry, and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the Second Sale and Purchase Agreement.”
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“ THAT Mr. Mao Shi Jia be and is hereby appointed as an executive director of the Company with effect from the conclusion of the EGM until the conclusion of the annual general meeting of the Company for the year 2006 (i.e. to be held on or around 27 May 2006) and the board of directors of the Company be and is hereby authorized to make such amendments (if any) to the articles of association of the Company as it thinks fit so as to reflect any consequential changes resulting from such appointment.”
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“ THAT Mr. Yan Mingyi be and is hereby appointed as a supervisor of the Company with effect from the conclusion of the EGM until the conclusion of the annual general meeting of the Company for the year 2006 (i.e. to be held on or around 27 May 2006) and the board of directors of the Company be and is hereby authorized to make such amendments (if any) to the articles of association of the Company as it thinks fit so as to reflect any consequential changes resulting from such appointment.”
By Order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
14 January 2005 Shanghai The People’s Republic of China
Notes:
- (A) The H Share register of the Company will be closed from 29 January 2005 to 28 February 2005 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of business on 28 January 2005, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, share transfer documents should be lodged with the Company’s H share registrar not later than 4:00 p.m. on 28 January 2005.
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The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:
Hong Kong Registrars Limited Rooms 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
- (B) Holders of H Shares and Domestic Shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than 8 February 2005.
Details of the Office of the Secretary to the Board of Directors of the Company are as follows:
Room 1601, 700 Dong Da Ming Road, Shanghai, People’s Republic of China Postal Code: 200080
Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160
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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. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.
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(D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, 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, 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 appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Shares share registrar, Hong Kong Registrars Limited, at 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, 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) Each holder of Domestic Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (C) to (D) also apply to holders of Domestic Shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (B) above, 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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(G) If a proxy attends the EGM on behalf of a shareholder, he should produce his ID card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a legal person share shareholder attends the EGM, such legal representative should produce his/her ID card and valid documents evidencing his capacity as such legal representative. If a legal person share shareholder appoints a representative of a company other than its legal representative to attend the EGM, such representative should produce his ID card and an authorization instrument affixed with the seal of the legal person share shareholder and duly signed by its legal representative.
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- (H) Set out below is the procedure by which shareholders of the Company (the “Shareholders”) and the A1B8A chairman of any Shareholders’ meeting may demand a poll pursuant to article 74 of articles of association of the Company:
“At any general meeting of shareholders, a resolution shall be decided on a show of hands unless a poll is demanded before or after any vote by show of hands by:
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(1) the chairman of the meeting;
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(2) at least two shareholders, who possess the right to vote, present in person or by proxy; or
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(3) any shareholder or shareholders present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting.
Unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or not carried and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded for or against such resolution.
A demand for a poll may be withdrawn by the person who made the demand.”
- (I) The EGM is expected to last for half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT AN INDICATION IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT AN INDICATION IN THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast your vote(s) or abstain at his/her discretion.
As at the date of this announcement, the Board of Directors of the Company comprises of Mr. Li Shaode, Mr. Sun Zhitang, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Wang Kunhe as executive Directors, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive Directors.
Closure of Register of Members
Reference is made to the notice dated 14 January 2005 of an extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) to be held at 10:00 a.m. on Tuesday, 1 March 2005 at Room 319, 700 Dong Da Ming Road, Shanghai, The People’s Republic of China.
Notice is hereby given that, for the purpose of holding the EGM, the H Share register of members of the Company (the “Register of Members”) will be closed from 29 January 2005 to 28 February 2005 (both dates inclusive), during which period no transfer of H shares of the Company will be registered. Any holders of the H Shares of the Company, whose names appear on the Company’s register of members at the close of business on 28 January 2005, are entitled to attend and vote at the EGM.
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In order to be entitled to attend and vote at the EGM, such transfer documents should be lodged with the Company’s H share registrar no later than 4:00 p.m. on 28 January 2005.
By order of the board of directors China Shipping Development Company Limited Yao Qiaohong
Company secretary
Shanghai, the People’s Republic of China 14 January 2005
As at the date of this announcement, the Board of Directors of the Company comprises of Mr. Li Shaode, Mr. Sun Zhitang, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Wang Kunhe as executive Directors, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive Directors.
Please also refer to the published version of this announcement in The Standard.
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