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Dida Inc. — AGM Information 2012
Apr 2, 2012
50671_rns_2012-04-02_a0ba7836-36f4-44d3-853e-865c843140d0.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt about this circular, you should consult appropriate independent advisers.
If you have sold or transferred all your shares in China Shipping Development Company Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
This circular appears for information proposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
PROPOSAL FOR THE ISSUE OF CORPORATE BONDS AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 3 to 9 of this circular.
A notice convening the annual general meeting of the Company to be held at 10:30 a.m. on Thursday, 17 May 2012 at Building 3, 79 Pu Xiang Road, Qingpu District, Shanghai, the People’s Republic of China is set out on pages N-1 to N-4 of this circular. Whether or not you are able to attend the above meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17 M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.
2 April 2012
CONTENT
| Pages | Pages |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
2 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
3 |
| Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N1 |
— i —
DEFINITIONS
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“A Shares” ordinary shares of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB
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“A Shareholder(s)” holder(s) of A Shares “AGM” the annual general meeting of the Company to be held on Thursday, 17 May 2012, at Building 3, 79 Pu Xiang Road, Qingpu District, Shanghai, the PRC at 10:30 a.m.
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“Articles” articles of association of the Company, as amended, modified or otherwise supplemented from time to time
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“Board” the board of Directors “Bond Issue” the issue of the Corporate Bonds “Company” China Shipping Development Company Limited (中海發展股 份有限公司), a joint stock limited Company incorporated in the PRC with limited liability, the H Share of which are listed on the Hong Kong Stock Exchange
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“Corporate Bonds” the corporate bonds in the principal amount of not more than RMB5 billion (inclusive of RMB5 billion), proposed to be issued by the Company in the PRC in one or multiple tranches
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“CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company
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“Group” the Company and its subsidiaries “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
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“H Shareholder(s)” holder(s) of H Shares
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“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 30 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
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“PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC
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“Share(s)” A Shares and/or H Shares “Shareholders” holders of A Shares and/or H Shares
— 1 —
EXPECTED TIMETABLE
Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 2 April 2012 Last date for returning the reply slips for the AGM . . . . . . . . . . . . . . . . . . . .Friday, 27 April 2012 Latest time for lodging proxy forms for the AGM . . . . . . . . . 10:30 a.m., Wednesday, 16 May 2012 Time and date of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m., Thursday, 17 May 2012
— 2 —
LETTER FROM THE BOARD
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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
Executive Directors: Li Shaode (Chairman) Xu Lirong Lin Jianqing Wang Daxiong Zhang Guofa Yan Zhichong Qiu Guoxuan
Independent Non-Executive Directors: Zhu Yongguang Zhang Jun Lu Wenbin Wang Wusheng
Registered Office: 168 Yuanshen Road Shanghai The PRC
Principal place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong
2 April 2012
To the Shareholders
Dear Sir/Madam,
PROPOSAL FOR THE ISSUE OF CORPORATE BONDS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
As announced by the Company on 26 March 2012, it was proposed in the 2012 fifth board meeting of the Company that the Company shall issue Corporate Bonds in the PRC subject to Shareholders’ approval.
Furthermore, the Company proposed to make certain amendments to its Articles to reflect the change of the Company’s registered address. This circular sets out further information in respect of the Bond Issue, amendments to the Articles and the AGM to be held.
— 3 —
LETTER FROM THE BOARD
I. ISSUANCE OF CORPORATE BONDS
1. Issue size and issue method
The total principal amount of the Corporate Bonds for public offering in the PRC shall not exceed RMB5 billion (inclusive of RMB5 billion) and the Corporate Bonds can be issued in one or multiple tranches.
2. Term of the Corporate Bonds
The term of the Corporate Bonds shall not exceed 10 years (inclusive of 10 years). The Corporate Bonds can be the type with a single term or the hybrid type with diversified terms.
3. Interest rate of Corporate Bonds
The coupon rate and the payment method of the Corporate Bonds shall be finally determined prior to the issue, and such determination shall be made together with the sponsor and the joint lead-underwriter taking into account market conditions.
4. Guarantee arrangement
There may be guarantee arrangement in favour of the Company in respect of the Corporate Bonds.
5. Use of proceeds
After deducting the issue expenses, the proceeds from the Corporate Bonds are intended to be used for such purposes including repaying bank loans, optimising the Group’s debt structure and replenishing working capital.
6. Arrangement for placement with the existing shareholders of the Company
The Corporate Bonds shall not be placed to the existing Shareholders nor any connected persons of the Company. None of the Corporate Bonds will be offered to the public in Hong Kong.
7. Intended place of listing
Upon completion of the issuance of the Corporate Bonds, the Company will apply for listing of the Corporate Bonds on the Shanghai Stock Exchange. Upon approval by the regulatory authorities and to the extent permitted by the relevant laws and regulations, the Company may also apply for listing of the Corporate Bonds on other stock exchanges.
— 4 —
LETTER FROM THE BOARD
8. Safeguard measures for debt repayment
Subject to Shareholders’ approval at the AGM authorising the Board or such persons as the Board authorises, the Board or such persons as it authorises may adopt at a minimum the following safeguard measures if it is expected that the principal and/or interest of the Corporate Bonds cannot be repaid on schedule or the principal and/or interest of the Corporate Bonds cannot be repaid when due:
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(1) no profit shall be distributed to shareholders;
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(2) the implementation of capital expenditure projects such as major external investment, acquisitions and mergers shall be suspended;
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(3) wages and bonus payable to directors and senior management shall be reduced or suspended;
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(4) the person primarily responsible for the Corporate Bonds shall not be transferred.
9. The effective term of the resolution
The effective term of the Shareholders’ resolution in connection with the public offering of the Corporate Bonds in the PRC shall be from the date of approval by the Shareholders at the AGM and shall expire on the date falling 24 months after the date of approval of the offering of the Corporate Bonds by CSRC.
The resolution on the Corporate Bond issue shall be submitted to the Shareholders at the AGM for consideration and put to vote as a special resolution.
In addition to Shareholders’ approval at the AGM, the Company will still require approval from CSRC for the Corporate Bond issue.
10. Reason and benefits of the Corporate Bonds issue
Given the Corporate Bond Issue will allow the Company to have a relatively lower funding cost as compared to standard bank borrowings, and that it does not lead to dilution of the Company’s basic earnings per Share which would arise in the case of issue of new Shares, the Directors are of the view that the issue of the Corporate Bonds is in the interests of the Company and its Shareholders as a whole.
II. MATTERS IN CONNECTION WITH THE PUBLIC OFFERING OF THE CORPORATE BONDS IN THE PRC
To effectively coordinate the relevant matters in connection with the issuance of the Corporate Bonds, the Board resolved to propose to Shareholders to approve and grant such mandate to the Board or such persons authorised by the Board to handle all matters in relation to the issuance of the
— 5 —
LETTER FROM THE BOARD
Corporate Bonds at their full discretion, with the view to safeguarding the best interests of the Company under the framework and principle to be considered and approved by the Shareholders at the AGM in accordance with the requirements of the relevant laws and regulations and the opinions and recommendations of the regulatory authorities, including but not limited to:
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(1) formulate, adjust and implement specific plans, terms and conditions of the Corporate Bonds in accordance with the actual circumstances of the Company and the market to the extent permitted by laws and regulations, including but not limited to matters such as determining the bond issue size, issue method (including whether the bonds will be issued in tranches and the issue size for each tranche), bond term, bond type, interest rate, use of proceeds, guarantee arrangement and safeguard arrangement for debt repayment;
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(2) formulate, approve, sign, amend, announce various documents in relation to the issuance of the Corporate Bonds and make the corresponding supplement or adjustment to the reporting documents in accordance with the requirements of the regulatory authorities;
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(3) select the bond custodian, sign the bond custody agreement and formulate rules for bondholders meeting;
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(4) in the event of a change in the opinions or the policy of the regulatory authorities concerning the issuance of the Corporate Bonds or a change in market conditions, other than matters which are required to be put to vote again by the Shareholders at the general meeting under the relevant laws, regulations and the Articles of Association of the Company, a corresponding adjustment shall be made to the matters in relation to the issuance of the Corporate Bonds and a decision shall be made as to whether to proceed with the issuance of the Corporate Bonds or not;
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(5) handle matters in relation to reporting and listing in connection with the public offering of the Corporate Bonds;
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(6) decide to engage the intermediaries necessary for the public offering of the Corporate Bonds;
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(7) handle other matters in relation to the public offering of the Corporate Bonds.
The above mandate is effective from the date of approval by the Shareholders at the general meeting of the Company and shall expire on the date falling 24 months after the date of approval of the offering of the Corporate Bonds by CSRC.
The Board has proposed to seek the approval of Shareholders at the general meeting of the Company to authorise the Board or the persons authorised by the Board to handle matters in relation to the issuance and listing of the Corporate Bonds on behalf of the Company in accordance with the authority to be granted by Shareholders to be passed at the AGM. Subject to the approval of the aforesaid resolution by the Shareholders, the Board authorised Mr. Yan Zhichong and Mr. Wang Kangtian to handle matters in relation to the issuance and listing of the Corporate Bonds on behalf of the Company in accordance with the authority to be granted by the Shareholders.
— 6 —
LETTER FROM THE BOARD
III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In anticipation of the expected change of the Company’s registered address, it is proposed that certain amendments be made to the Articles to reflect such change. The proposed amendments to the Articles are subject to (i) the approval of the Shareholders by way of a special resolution at the AGM; and (ii) the issue of business licence by the Shanghai Administration of Industry and Commerce.
It is proposed that the Articles be amended as follows:
- The existing Article 4 of the Articles is as follows:
“Address: 168 Yuanshen Road, Shanghai
Postcode: 200120 Tel: 021-65966666 Fax: 021-65966160 Telex: 33103 SMTCOCN”.
The existing Article 4 of the Articles to be deleted in its entirety and substituted therefor the following as the new Article 4:
“Address: No. 188 Ye Sheng Road, Yangshan Free Trade Port Area, Shanghai, The People’s Republic of China
Postcode: 201306 Tel: 021-65966666 Fax: 021-65966160 Telex: 33103 SMTCOCN” .
As no Shareholders have material interests in the resolution to amend the Articles, there are no Shareholders required to abstain from voting at the AGM in respect of this resolution.
IV. CLOSURE OF REGISTER OF MEMBERS
The H Share register of the Company will be closed from Tuesday, 17 April 2012 to Thursday, 17 May 2012 (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 Thursday, 17 May 2012 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the AGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 16 April 2012.
The H Share register of the Company will be closed from Thursday, 24 May 2012 to Tuesday, 29 May 2012 (both days inclusive), during which no transfer of H Shares will be effected for the purpose of ascertaining Shareholders’ entitlement to the proposed final dividend. Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of
— 7 —
LETTER FROM THE BOARD
business on Tuesday, 29 May 2012 will qualify for the final proposed dividend. In order to qualify for the proposed final dividend, the share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Wednesday, 23 May 2012. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or about Friday, 29 June 2012 to Shareholders whose name appear on the register of members of the Company on Tuesday, 29 May 2012. The Shares will trade ex-dividend on Tuesday, 22 May 2012.
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
Holders of H Shares, who intend to attend the AGM, must complete the reply slips for attending the AGM 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 AGM, i.e. no later than Friday, 27 April 2012. Details of the Office of the Secretary to the Board of Directors of the Company are as follows:
7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160
— 8 —
LETTER FROM THE BOARD
V. AGM
Under the Company Law of the PRC and the Company’s articles of association, the Bond Issue and the amendments to the Articles are subject to the approval of the Shareholders. It is proposed that resolutions for, amongst other things, the approval of the Bond Issue and the amendments to the Articles will be put to the Shareholders for their consideration at the AGM. The AGM will be held at 10:30 a.m. on Thursday, 17 May 2012 at Building 3, 79 Pu Xiang Road, Qingpu District, Shanghai, the People’s Republic of China. A notice of the AGM is set out on pages N-1 to N-4 of this circular.
The resolutions approving the Bond Issue and the amendments to the Articles are required to be approved at the AGM as a special resolution.
A proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed proxy form (for use at the AGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H share registrar and transfer office, Hong Kong Registrars Limited., 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the said proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.
A reply slip in relation to attendance of the AGM is enclosed. If you are eligible and intend to attend the AGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 27 April 2012.
Upon approval of the Bond Issue at the AGM, the issue of the Corporate Bonds will still be subject to the approval of CSRC. The timing of the Bond Issue shall be subject to the approval of CSRC, as well as the bond market conditions in the PRC. Further announcement will be made by the Company when the CSRC’s approval has been obtained.
VI. INFORMATION ABOUT THE COMPANY
The business scope of the Group includes coastal, ocean and Yangtze River cargo transportation, chartering, cargo agency and cargo transportation agency.
VII. RECOMMENDATION
The Directors consider that the resolutions to approve the Bond Issue and the amendments to the Articles are in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to approve all proposed resolutions at the AGM.
Yours faithfully, China Shipping Development Company Limited Li Shaode Chairman
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NOTICE OF ANNUAL GENERAL MEETING
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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting (the “ AGM ”) of China Shipping Development Company Limited (the “ Company ”) will be held at 10:30 a.m. on Thursday, 17 May 2012 at Building 3, 79 Pu Xiang Road, Qingpu District, Shanghai, the PRC to consider and, if thought fit, pass the following ordinary and special resolutions:
Ordinary Resolutions
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to consider and approve the 2011 audited financial statements of the Company;
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to consider and approve the 2011 Report of the Board of Directors of the Company;
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to consider and approve the 2011 Report of the Supervisory Committee of the Company;
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to consider and approve the recommended 2011 final dividend of RMB0.10 (before tax) per share;
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to consider and approve the 2011 Annual Report of the Company;
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to consider and approve the remuneration of the directors, supervisors and senior management of the Company for 2011;
The total remuneration of the Company’s directors (the “Director(s)”), supervisors (the “Supervisor(s)”) and senior management (the “Senior Management”) amounted to RMB5,383,000 (including tax) for the year 2011. The Board and the Remuneration Committee of the Company recommend the remuneration standards for the senior management in 2012 to be: the annual remuneration for the general manager of the Company be RMB1 million per year (including tax). It is proposed that the allowances for each of the four independent non-executive Directors and one independent Supervisor to remain at RMB100,000 per year (including tax), i.e. the same level as those in 2011.
— N-1 —
NOTICE OF ANNUAL GENERAL MEETING
- to consider and approve the reappointment of Baker Tilly China (天職國際會計師事務所有 限公司) and Baker Tilly Hong Kong Limited (天職香港會計師事務所有限公司) as the domestic and international auditors of the Company for 2012, respectively, and authorise the board (the “Board”) of Directors to determine their remuneration;
Special Resolutions
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to consider and approve the proposed amendments to the articles of association of the Company for the change of the Company’s registered address;
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to approve the issuance of corporate bonds by the Company with an aggregate principal amount not exceeding RMB5 billion (inclusive of RMB5 billion) (the “Corporate Bonds”); and
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to authorise the Board or such persons authorised by the Board to handle all matters in connection with the issuance of Corporate Bonds within the scope of this resolution.
The Board of Directors of the Company or such persons authorised by the Board are hereby authorised to, within 24 months from the date of approval of the offering of the Corporate Bonds by China Securities Regulatory Commission, determine matters in relation to the issuance and listing of the Corporate Bonds having regard to the market conditions and the needs of the Company, including but not limited to, the final amount of issue, term of maturity, offering method and interest rate (further details of which are set out in the Company’s circular dated 2 April 2012), and to take all necessary actions for the purpose of implementing the issuance and listing of the Corporate Bonds.
By Order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
2 April 2012 Shanghai The People’s Republic of China
Notes:
- (A) According to the Law on Corporate Income Tax of the People’s Republic of China and the relevant implementation rules which came into effect on 1 January 2008, the Company is required to withhold corporate income tax at the rate of 10% before distributing the 2011 final dividend to non-resident enterprise shareholders as appearing on the H share register of members of the Company. Any shares not registered in the name of an individual person, including HKSCC Nominees Limited, other nominees, trustees or other groups and organisations will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the corporate income tax.
— N-2 —
NOTICE OF ANNUAL GENERAL MEETING
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(B) The H Share register of the Company will be closed from Tuesday, 17 April 2012 to Thursday, 17 May 2012 (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 Thursday, 17 May 2012 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the AGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 16 April 2012.
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(C) The H Share register of the Company will be closed from Thursday, 24 May 2012 to Tuesday, 29 May 2012 (both days inclusive), during which no transfer of H Shares will be effected for the purpose of ascertaining Shareholders’ entitlement to the proposed final dividend. Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of business on Tuesday, 29 May 2012 will qualify for the final proposed dividend. In order to qualify for the proposed final dividend, the share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Wednesday, 23 May 2012. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or about Friday, 29 June 2012 to Shareholders whose name appear on the register of members of the Company on Tuesday, 29 May 2012. The Shares will trade ex-dividend on Tuesday, 22 May 2012.
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(D) 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
- (E) Holders of H Shares, who intend to attend the AGM, must complete the reply slips for attending the AGM 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 AGM, i.e. no later than Friday, 27 April 2012.
Details of the Office of the Secretary to the Board of Directors of the Company are as follows:
7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160
— N-3 —
NOTICE OF ANNUAL GENERAL MEETING
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(F) Each holder of H Shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the AGM.
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(G) 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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(H) 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 appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.
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(I) Each holder of A 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 AGM. Notes (F) to (G) also apply to holders of A 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 (E) above, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.
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(J) If a proxy attends the AGM on behalf of a shareholder, he should produce his identity 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 shareholder which shareholder is a legal person attends the AGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the AGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.
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(K) The AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.
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(L) As at the date of this notice, the board of directors of the Company is comprised of Mr. Li Shaode, Mr. Xu Lirong, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive Directors, and Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng as independent non-executive Directors.
— N-4 —