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Dida Inc. — AGM Information 2014
Apr 17, 2014
50671_rns_2014-04-16_b69c73a8-fbea-4ed8-a830-463fbf07b59b.pdf
AGM Information
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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.
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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 2:00 p.m. on Friday, 6 June 2014 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following ordinary resolutions:
Ordinary Resolutions
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to consider and approve the 2013 audited financial statements of the Company;
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to consider and approve the 2013 Report of the Board of Directors of the Company;
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to consider and approve the 2013 Report of the Supervisory Committee of the Company;
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to consider and approve the Duty Performance Report of the Independent Non-executive Directors in 2013;
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to consider and approve the 2013 Annual Report of the Company;
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the appointment of Mr. Liu Xihan as an executive director of the Company (“ Director ”) and the terms of his appointment, details of which are set out in the announcement of the Company dated 15 April 2014;
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the appointment of Mr. Yu Zenggang as an executive Director and the terms of his appointment, details of which are set out in the announcement of the Company dated 15 April 2014;
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the appointment of Mr. Ip Sing Chi as an independent non-executive Director and the terms of his appointment (including his remuneration), details of which are set out in the announcement of the Company dated 15 April 2014;
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to consider and approve the remuneration and allowances of the Directors and Supervisors of the Company for 2014;
The Board and the Remuneration and Appraisal Committee of the Company recommend the remuneration standards for the Directors and Supervisors in 2014 to be:
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(1) Directors or Supervisors who are also senior management members of China Shipping (Group) Company will not receive any remuneration from the Company.
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(2) Directors, being the senior management of the Company, will receive remuneration based on performance of the senior management, apart from which they will not receive additional allowance as directors of the Company. The annual remuneration for the general manager of the Company is comprised of basic salary, performance-based salary and special bonus; (i) basic salary is RMB600,000 per year (before tax); (ii) performance-based salary is 0 to 1.5 times of basic salary subject to performance appraisal; and (iii) special bonus. The general manager will receive the special bonus of RMB300,000 if he achieves or exceeds the operating profit target of the Group fixed by the board of Directors (“ Board ”).
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(3) The allowances for each of the domestic independent non-executive Directors will remain at RMB100,000 per year (before tax) i.e. the same level as those in 2013; the allowances for each of the independent non-executive Directors to be employed from overseas countries or regions will be RMB300,000 per year (before tax); the allowances for each of the independent Supervisors to be employed by the Company will be at the same level as those of the independent non-executive Directors.
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(4) The employee Supervisors will receive remuneration as employees of the Company, the standard of which will be determined in accordance with the internal administrative policies of the Company.
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10A. to consider and approve the reappointment of Baker Tilly China Certified Public Accountants (天職國際會計師事務(特殊普通合夥))(“ Baker Tilly China ”) as the domestic auditor of the Company for the financial year ending 31 December 2014 and authorise the Board to determine its remuneration;
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10B. to consider and approve the reappointment of Baker Tilly Hong Kong Limited Certified Public Accountants (天職香港會計師事務所有限公司) as the international auditor of the Company for the financial year ending 31 December 2014 and authorise the Board to determine its remuneration;
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10C. to consider and approve the reappointment of Baker Tilly China as the internal control auditor of the Company for the financial year ending 31 December 2014 and authorise the Board to determine its remuneration; and
- to consider and resolve not to declare a final dividend for the year 2013.
By Order of the Board China Shipping Development Company Limited Yao Qiaohong
Company Secretary
17 April 2014 Shanghai The People’s Republic of China
Notes:
- (A) The H Share register of the Company will be closed from Tuesday, 6 May 2014 to Friday, 6 June 2014 (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 Friday, 6 June 2014 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, 5 May 2014.
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
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- (B) 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, 16 May 2014.
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
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(C) 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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(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) 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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(F) 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 (C) to (D) 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 (B) 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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(G) 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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(H) 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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(I) As at the date of this notice, the Board of Directors of the Company comprises Mr. Xu Lirong, Mr. Zhang Guofa, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Zhang Jun, Mr. Wang Wusheng, Mr. Lin Junlai and Mr. Ruan Yongping as independent non-executive Directors.
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