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Dida Inc. — AGM Information 2018
May 14, 2018
50671_rns_2018-05-14_8ce61e75-fcdf-4079-acbd-f5878e97e1ac.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 COSCO SHIPPING Energy Transportation Co., Ltd., 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 affected for transmission to the purchaser.
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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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 4 to 8 of this circular.
A notice convening the annual general meeting of the Company to be held at 2:00 p.m. on Thursday, 28 June 2018 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China is set out on pages N-1 to N-5 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 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Board of Directors of the Company at 18th Floor, 118 Yuanshen 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.
14 May 2018
* for identification purpose only
CONTENT
| Pages | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| Appendix I – Biographies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
| Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N-1 |
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DEFINITIONS
| “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 | |
| “AGM” | the annual general meeting of the Company to be held at 2:00 p.m. |
| on Thursday, 28 June 2018 at 3rd Floor, Ocean Hotel, No. 1171 | |
| Dong Da Ming Road, Hongkou District, Shanghai, the People’s | |
| Republic of China | |
| “Articles of Association” | the articles of association of the Company, as amended, revised or |
| supplemented from time to time | |
| “Board” | the board of Directors |
| “Company” | COSCO SHIPPING Energy Transportation Co., Ltd. (中遠海運能 |
| 源運輸股份有限公司), a joint stock limited company incorporated | |
| in the PRC with limited liability, the H Shares of which are listed | |
| on the Hong Kong Stock Exchange | |
| “Director(s)” | the director(s) of the Company |
| “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 | |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Latest Practicable Date” | 10 May 2018, being the latest practicable date prior to the printing |
| of this circular for ascertaining certain information contained herein | |
| “Listing Rules” | The Rules Governing the Listing of Securities on the Hong Kong |
| Stock Exchange | |
| “PRC” | the People’s Republic of China |
| “RMB” | Renminbi, the lawful currency of the PRC |
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DEFINITIONS
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” A Shares and/or H Shares “Shareholders” holders of A Shares and/or H Shares “Supervisors” supervisors of the Company “Supervisory Committee” supervisory committee of the Company
-
for identification purpose only
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2 -
EXPECTED TIMETABLE
Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 14 May 2018 Last day for returning the reply slips for the AGM . . . . . . . . . . . . . . . . . . . . . . Friday, 8 June 2018 Latest time for lodging proxy forms for the AGM . . . . . . . . . . . . 2:00 p.m., Wednesday, 27 June 2018 Time and date of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m., Thursday, 28 June 2018
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LETTER FROM THE BOARD
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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
Executive Directors: Huang Xiaowen (Chairman) Liu Hanbo Lu Junshan
Non-Executive Directors:
Feng Boming Zhang Wei Lin Honghua
Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Free Trade Port Area Principal place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong
Independent Non-Executive Directors:
Ruan Yongping Ip Sing Chi Rui Meng Teo Siong Seng
14 May 2018
To the Shareholders
Dear Sir/Madam,
ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
In accordance with the Articles of Association, the tenure of office of the eighth term of the Board and the Supervisory Committee will expire in June 2018. It was proposed by the Board that the election and re-election of the members of the ninth term of the Board and the Supervisory Committee (other than employee representative Supervisors) be subject to Shareholders’ approval at the AGM.
* for identification purpose only
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LETTER FROM THE BOARD
This circular is to provide information on the election and re-election of Directors and Supervisors forming the ninth term of the Board and the Supervisory Committee, and to give notice to the Shareholders on the AGM.
I. ELECTION OF BOARD OF DIRECTORS
In accordance with the Articles of Association, the tenure of office of the eighth term of Board of the Company will expire on 17 June 2018. As prescribed by the Articles of Association, the appointment of Directors is subject to Shareholders’ approval by way of ordinary resolutions at the AGM. The term of the appointments is three years (other than Mr. Ruan Yongping and Mr. Ip Sing Chi, whose term of appointments shall expire on 31 March 2020 and 6 June 2020 respectively). The Directors who will be offering themselves for re-election for the ninth term Board at the AGM are as follows:
Mr. Huang Xiaowen Executive Director Mr. Liu Hanbo Executive Director Mr. Lu Junshan Executive Director Mr. Feng Boming Non-Executive Director Mr. Zhang Wei Non-Executive Director Ms. Lin Honghua Non-Executive Director Mr. Ruan Yongping Independent Non-executive Director Mr. Ip Sing Chi Independent Non-executive Director Mr. Rui Meng Independent Non-executive Director Mr. Teo Siong Seng Independent Non-executive Director
Details of each of the above candidate Directors are set out in appendix I to this circular.
II. ELECTION OF THE MEMBERS OF THE SUPERVISORY COMMITTEE
According to the Articles of Association, the tenure of the office of the eighth term of the Supervisory Committee is three years and will expire on 17 June 2018.
As prescribed by the Articles of Association, the appointment of the Supervisors (other than employee representatives) is subject to Shareholders’ approval by way of ordinary resolutions at the AGM and their appointments shall commence on the date of the AGM after the Shareholders’ approval. The term of the appointments is three years. The Supervisor (other than employee representatives) who will be offering himself for re-election as Supervisor of the ninth term of the Supervisory Committee at the AGM is as follow:
Mr. Weng Yi
Supervisor
The Supervisory Committee proposed to appoint Mr. Yang Lei as a Supervisor subject to Shareholders’ approval at the AGM. Mr. Yang Lei’s appointment will take effect immediately after obtaining the Shareholders’ approval at the AGM.
Details of each of the above candidate Supervisors are set out in appendix I to this circular.
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LETTER FROM THE BOARD
The Supervisory Committee currently comprises four members, of which Mr. Xu Yifei and Ms. An Zhijuan are employee representatives of the Company. In accordance with the relevant provisions of the Company Law of the PRC and the Articles of Association, the employee representative Supervisors are required to be elected or removed by the staff of the Company.
III. CLOSURE OF REGISTER OF MEMBERS
The H Share register of the Company will be closed from Tuesday, 29 May 2018, to Thursday, 28 June 2018 (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, 28 June 2018 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, 28 May 2018.
To ascertain Shareholders’ entitlement to the proposed final dividend, the H share register of members of the Company will be closed from Tuesday, 17 July 2018 to Friday, 20 July 2018, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the Company’s H share register of members on Friday, 20 July 2018 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, Shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the Company’s H share registrar not later than 4:30 p.m. on Monday, 16 July 2018. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or before Tuesday, 28 August 2018 to Shareholders whose names appear on the H share register of members of the Company on Friday, 20 July 2018.
The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:
Hong Kong Registrars Limited Shops 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 Board of Directors of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 8 June 2018.
Details of the Office of the Board of Directors of the Company are as follows:
18th Floor, 118 Yuanshen Road, Shanghai, The People’s Republic of China Postal Code: 200120 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160
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LETTER FROM THE BOARD
IV. AGM
It is proposed that resolutions for, amongst other things, the approval of the election and re-election of the members of the ninth term of the Board and the Supervisory Committee (other than employee representative Supervisors) be put to the Shareholders for their consideration at the AGM. The AGM will be held at 2:00 p.m. on Thursday, 28 June 2018 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China. A notice of the AGM is set out on pages N-1 to N-5 of this circular.
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 at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Board of Directors of the Company at 18th Floor, 118 Yuanshen Road, Shanghai, 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, 8 June 2018.
V. RECOMMENDATION
The Directors consider that the resolutions to approve (amongst other things) the election and reelection of the members of the ninth term Board and Supervisory Committee (other than employee representative Supervisors) are in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to approve all resolutions proposed at the AGM.
Yours faithfully, COSCO SHIPPING Energy Transportation Co., Ltd. Huang Xiaowen Chairman
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BIOGRAPHIES
APPENDIX I
A. DIRECTORS
The following are the particulars of the Directors proposed to be elected or re-elected at the AGM.
Executive Directors
(1) Mr. Huang Xiaowen
Mr. Huang Xiaowen (“ Mr. Huang ”), born in May 1962, is a senior engineer. He is currently the executive Director and the chairman of the Company and the Strategy Committee of the Board. He is also an Executive Vice President and Party Committee Member of China COSCO Shipping Corporation Limited, the vice chairman and an executive director of COSCO SHIPPING Holdings Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 601919) and the Hong Kong Stock Exchange (stock code: 1919)) and the chairman and non-executive director of COSCO SHIPPING Ports Limited (a company listed on the Hong Kong Stock Exchange (stock code: 1199)). Mr. Huang started his shipping career in July 1981, and was the Manager of Container Shipping Section of Guangzhou Ocean Shipping Company, Deputy General Manager and General Manager of Container Transportation Department of China Ocean Shipping Company, Container Business Adviser to Shanghai Haixing Shipping Company, Deputy Managing Director, Managing Director and the vice party secretary, vice chairman and executive director of COSCO SHIPPING Development Co., Ltd. (previously known as China Shipping Container Lines Co Ltd.) (a company listed on the Hong Kong Stock Exchange (stock code: 2866) and the Shanghai Stock Exchange (stock code: 601866)) and the chairman of China Shipping Haisheng Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600896)). He was appointed as Executive Vice President of China Shipping Group Company Limited in May 2012. Mr. Huang has more than 30 years of experience in the shipping industry. Mr. Huang graduated from China Europe International Business School in September 2010, majored in Business Administration, and obtained the EMBA Degree. Mr. Huang was an executive Director from May 2013 to September 2016 and is an executive Director since October 2017.
In accordance with the Articles of Association, Mr. Huang’s appointment will be for 3 years with effect from 28 June 2018 subject to Shareholders’ approval. Mr. Huang will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Huang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Huang will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Huang’s proposed re-election as an executive Director that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Huang’s proposed re-election as an executive Director.
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BIOGRAPHIES
APPENDIX I
(2) Mr. Liu Hanbo
Mr. Liu Hanbo (“ Mr. Liu ”), born in November 1959, holds a master’s degree in engineering and is a senior economist. He is currently the executive Director, a member of Strategy Committee and the general manager of the Company. Mr. Liu has served as the deputy general manager of COSCO Dalian Industries Company, the deputy director of the Development Department and the head of Operation and Management Department of Dalian Ocean Shipping Company Limited, the general manager of COSCO Dalian Industries Development Company, the deputy general manager of the Development Department, the general manager of the Development Department and director of Assets Operation Center of China Ocean Shipping (Group) Company, the vice president of COSCO (Hong Kong) Group Limited, the general manager of COSCO (H.K.) Industries and Trade Holdings Ltd., the general manager of COSCO International Holdings Ltd., the deputy general manager of Dalian Ocean Shipping Company Limited, the president of China Ocean Shipping Company Americas, Inc., the general manager of China COSCO Bulk Shipping (Group) Co., Ltd., and the general manager of COSCO SHIPPING Bulk Co., Ltd. Mr Liu joined the Company in August 2016.
In accordance with the Articles of Association, Mr. Liu’s appointment will be for 3 years with effect from 28 June 2018 subject to the Shareholders’ approval. Mr. Liu will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Liu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Liu will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Liu’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Liu’s proposed re-election as an executive Director.
(3) Mr. Lu Junshan
Mr. Lu Junshan (“ Mr. Lu ”), born in January 1959, has a graduate education background and holds a Master’s Degree in Laws. He is also a senior political engineer. He is currently an executive Director, a member of Strategy Committee and a deputy general manager of the Company. Mr. Lu was formerly the ship’s second engineer, and the deputy section chief of President’s Office of Shanghai Ocean Shipping Co., Ltd., the director of President’s Office, the director of Party branch office and the member of Party Committee of Shanghai Shipping Exchange. He was appointed as the vice-Minister of Publicity Department, the general manager of Enterprise Culture Department and Spiritual Civilization Construction Office of COSCO Container Lines Co., Ltd. He was also the Minister of Publicity Department, the vice-Minister of Party Work Department of China Ocean Shipping (Group) Company, the Party secretary, the vice president of Hainan COSCO Boao Company Limited, the chairman of the union of COSCO Container Lines Co., Ltd. and the Party secretary, the vice president of Dalian Ocean Shipping Company Limited. Mr. Lu joined the Company in June 2016.
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BIOGRAPHIES
APPENDIX I
In accordance with the Articles of Association, Mr. Lu’s appointment will be for 3 years with effect from 28 June 2018 subject to the Shareholders’ approval. Mr. Lu will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Lu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Lu will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Lu’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Lu’s proposed re-election as an executive Director.
Non-Executive Directors
(4) Mr. Feng Boming
Mr. Feng Boming (“ Mr. Feng ”), born in October 1969, holds a master’s degree in business administration and is an economist. He is currently a non-executive Director, a member of Strategy Committee and the general manager of the strategic and corporate management division of China COSCO Shipping Corporation Limited. He is also a non-executive director of COSCO SHIPPING Holdings Co., Ltd., a non-executive director of COSCO SHIPPING Development Co., Ltd, a nonexecutive director of COSCO SHIPPING Ports Limited and a non-executive director of COSCO SHIPPING International (Hong Kong) Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 517)) and Piraeus Port Authority S.A (listed in Greece, stock code PPA),. Mr. Feng served as deputy manager and manager of the commercial section of the liner division, and deputy manager and manager of the trade protection division of COSCO Container, general manager of COSCO Container Hong Kong Mercury Co., Ltd. of COSCO Container, general manager of the management and administration department of COSCO Holdings Co., Ltd. (Hong Kong) (中遠控股 (香港)有限公司) and general manager of the administration department of COSCO Container Lines (Hong Kong) Co., Limited, general manager of the Wuhan branch of COSCO Container China branch, and director of the strategic management implementation office of China Ocean Shipping (Group) Company. Mr. Feng joined the Company in September 2016.
In accordance with the Articles of Association, Mr. Feng’s appointment will be for a term up to 27 June 2021 (or the date of the 2021 annual general meeting of the Company, whichever is earlier) subject to Shareholders’ approval. Mr. Feng will enter into a service contract with the Company. Save as disclosed above, Mr. Feng did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Feng will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Feng’s proposed re-election as a non-executive Director to be
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BIOGRAPHIES
APPENDIX I
disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Feng’s proposed re-election as a non-executive Director.
(5) Mr. Zhang Wei
Mr. Zhang Wei (“ Mr. Zhang ”), born in April 1966, is an engineer. He is currently a nonexecutive Director, a member of Strategy Committee, the deputy general manager of the operating management division of China COSCO Shipping Corporation Limited, a non-executive director of COSCO SHIPPING Holdings Co. Ltd, a non-executive director of COSCO SHIPPING Ports Limited, and a non-executive director of COSCO SHIPPING Specialized Carriers Co., Ltd (listed on Shanghai, stock code 600428) Mr. Zhang served as a crew member in Guangzhou Ocean Shipping Company, deputy manager of the container transportation department, deputy director of the marketing department and deputy general manager for the Asia-Pacific trade zone of COSCO Container, deputy general manager of the business advisory development department of COSCO Container, deputy general manager of Florens Container Services Company Limited and executive vice president of Piraeus Container Terminal S.A. Mr. Zhang joined the Company in September 2016.
In accordance with the Articles of Association, Mr. Zhang’s appointment will be for a term up to 27 June 2021 (or the date of the 2021 annual general meeting of the Company, whichever is earlier) subject to Shareholders’ approval. Mr. Zhang will enter into a service contract with the Company. Save as disclosed above, Mr. Zhang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Zhang will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Zhang’s proposed re-election as a non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Zhang’s proposed re-election as a non-executive Director.
(6) Ms. Lin Honghua
Ms. Lin Honghua (“ Ms. Lin ”), born in June 1964, is an assistant accountant. She is currently a non-executive Director, a member of Strategy Committee and the chief auditor of the finance and accounting division of China COSCO Shipping Corporation Limited. Ms. Lin served as deputy section chief, deputy director and director of the planning and finance department of COSCO Group, director of the finance department of COSCO Group, chief financial officer of COSCO Oceania Pty Ltd., chief auditor of the finance department of China Ocean Shipping (Group) Company, a director of COSCO Shipping Company Limited and a director of Lanhai Medical Investment Co., Ltd etc. Ms. Lin joined the Company in September 2016.
In accordance with the Articles of Association, Ms. Lin’s appointment will be for a term up to 27 June 2021 (or the date of the 2021 annual general meeting of the Company, whichever is earlier) subject to Shareholders’ approval. Ms. Lin will enter into a service contract with the Company. Save
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BIOGRAPHIES
APPENDIX I
as disclosed above, Ms. Lin did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. She is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, she is not interested in any Shares within the meaning of Part XV of the SFO. During the proposed term of employment, Ms. Lin will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Ms. Lin’s proposed re-election as a non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Ms. Lin’s proposed re-election a nonexecutive Director.
Independent Non-executive Directors
(7) Mr. Ruan Yongping
Mr. Ruan Yongping (“ Mr. Ruan ”), born in September 1973, is a Doctor of Accountancy, a professor of accounting and a doctoral tutor. He is currently an independent non-executive Director, the chairman of the Company’s Audit Committee, a member of each of the Nomination Committee and Remuneration and Appraisal Committee, the deputy head of the Academic Committee of Business School and the head of Corporate Finance Research Institute at East China University of Science and Technology, a member of The Chinese Institute of Certified Public Accountants, and a director of the Chinese Finance Cost Research Institute. From 1995 to 1998, Mr. Ruan studied in Jinan University, majoring in finance, and obtained a master degree in economics. Mr. Ruan worked in the securities headquarters of Guangdong Overseas Chinese Trust and Investment Company from 1998 to 2001 as a member of its management in the securities issue, research and development and sales departments, and was also the responsible person of its branch. Mr. Ruan studied in the School of Management, Shanghai Jiao Tong University from 2001 to 2005 majoring in corporate management (specialized in corporate finance), and graduated with the doctorate degree in management. Since 2005 up to the present, Mr. Ruan has been engaged in teaching and scientific research in the Faculty of Accounting of Business School at East China University of Science and Technology, and worked as the deputy head of the Academic Committee of Business School, a professor, a doctoral tutor, the head of Corporate Finance Research Institute, and the financial accreditation expert of the National Innovation Fund. Mr. Ruan is currently an independent director of each of Guangzhou Zhiguang Electric Co., Ltd., and Shanghai Yaoji Playing Card Co., Ltd. (all being companies listed on the Shenzhen Stock Exchange with stock codes 002169, and 002605 respectively), an independent director of Zhejiang Rongsheng Paper Industry Holding Co., Ltd (being a company listed on Shanghai Stock Exchange, stock code: 603165), was also an independent director of and C&S Paper Co., Ltd. (being a company listed on the Shenzhen Stock Exchange with stock code 002511) from December 2008 to January 2015, and an independent director of SHANGHAI CIMIC TILES CO., LTD. (being a company listed on the Shenzhen Stock Exchange with stock code 002162) from June 2011 to May 2017. Mr. Ruan joined the Company as an independent non-executive Director in March 2014.
In accordance with the Articles of Association, Mr. Ruan’s appointment will be for a term up to 31 March 2020 subject to Shareholders’ approval. Saved as disclosed above, Mr. Ruan did not hold any directorships in public companies the securities of which are listed on any securities market in
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BIOGRAPHIES
APPENDIX I
Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Ruan will enter into a service contract with the Company for a period commencing from the date of his appointment until 31 March 2020. During the proposed term of employment he will be entitled to a director ’s fee of RMB150,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Ruan consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Ruan’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Ruan as an independent non-executive Director.
(8) Mr. Ip Sing Chi
Mr. Ip Sing Chi (“ Mr. Ip ”), born in August 1953, is currently an independent non-executive Director, the chairman of the Company’s Remuneration and Appraisal Committee, a member of the Company’s Strategy Committee, a member of the Nomination Committee, the Group Managing Director of Hutchison Port Holdings Management Pte. Limited and the chairman of Yantian International Container Terminals Co., Ltd. He is also an executive director of Hutchison Port Holdings Management Lte. Limited (the Trustee-Manager of Hutchison Port Holdings Trust, listed in Singapore, stock code NS8U), an independent non-executive director of Piraeus Port Authority S.A., and a non-independent non-executive director of Westports Holdings Berhad (listed in Malaysia, stock code 5246). Mr. Ip was the founding chairman (in 2000-2001) of the Hong Kong Container Terminal Operators Association Limited. Mr. Ip was a non-executive director of Tradelink Electronic Commerce Limited (listed in Hong Kong, stock code 536), an outside director of Hyundai Merchant Marine Co., Ltd. (listed in Korea, stock code 11200), and an independent non-executive director of COSCO SHIPPING Ports Limited. Mr. Ip has over 30 years of experience in the maritime industry, and holds a Bachelor of Arts degree. Mr. Ip joined the Company as an independent non-executive Director in June 2014.
In accordance with the Articles of Association, Mr. Ip’s appointment will be for a term up to 6 June 2020 subject to Shareholders’ approval. Saved as disclosed above, Mr. Ip did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Ip will enter into a service contract with the Company for a period commencing from the date of his appointment until 6 June 2020. During the proposed term of employment he will be entitled to a director’s fee of RMB300,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Ip consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Ip’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules
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BIOGRAPHIES
APPENDIX I
13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Ip as an independent nonexecutive Director.
(9) Mr. Rui Meng
Mr. Rui Meng (“ Mr. Rui ”), born in November 1967, is a Ph.D. of Finance, an independent non-executive Director, the chairman of the Nomination Committee, a member of each of the Strategy Committee, Remuneration and Appraisal Committee and Audit Committee of the Company, a Professor of Finance and Accounting and Zhongkun Group Chair in Finance at China Europe International Business School (“ CEIBS ”). He is Director of Ph.D. Programme and Director of CEIBS Center for Wealth Management. He is an independent director of Media Group Co., Ltd. (a company listed on the Shenzhen Stock Exchange with stock 000333), an independent director of SGSB Group Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock 600843), an independent director of Winner Information Technology Co., Inc. (a company listed on the Shenzhen Stock Exchange with stock 300609) and an independent non-executive director of China Education Group Holdings Limited (a company listed on the Hong Kong Stock Exchange (stock code: 839)). Dr. Rui holds a B.S. degree in International Economics (1990) from the Institute of International Relations in Beijing, a Msc. degree in Economics (1993) from Oklahoma State University as well as an MBA in Statistics (1995) and a Ph.D. in Finance (1997), both from the University of Houston. Dr. Rui’s teaching and research areas are mainly concentrated in terms of finance. Dr. Rui has published more than 90 articles in the international famous journals and is a member of think-tankers for many prominent media. He is also professionally designated as Certified Financial Analyst (CFA) and Financial Risk Manager (FRM). Prior joining CEIBS, Dr Rui worked in finance and accounting departments at the Chinese University of Hong Kong and the Hong Kong Polytechnic University and was a tenured professor of the Chinese University of Hong Kong. He served as the deputy director of the China Accounting and Finance Center of the Hong Kong Polytechnic University, a senior researcher of Economic and Financial Research Center of the Chinese University of Hong Kong, the deputy director of Corporate Governance Research Center of the Chinese University of Hong Kong, director of the master of accounting (MACC) program at the Chinese University of Hong Kong and director of the program of Executive Master of Accounting (EMPACC) of the Chinese University of Hong Kong. Dr. Rui is also an award winning teacher and researcher. He received the Faculty Teaching Award at the Chinese University of Hong Kong, six years in a row, from 2004 to 2009. He received the 2013 Research Excellence Award at CEIBS and was awarded the first CEIBS Medal for Research Excellence in 2015 and the Teaching Excellence Award at CEIBS in 2017. He was one of the 2013 annual Young Economists of China. Dr. Rui is a member of Risk Management Committee of Shanghai Clearing House, a member of American Finance Association, International Financial Management Association, the American Accounting Association, and The Hong Kong Securities and Investment Institute. He was a former member of the Panel of Examiners of the Securities Industry Examination of the Hong Kong Stock Exchange. He was a visiting financial economist at Shanghai Stock Exchange, research fellow at Hong Kong Institute for Monetary Research and research fellow at Asian Development Bank Institute. Mr. Rui joined the Company as an independent non-executive Director in June 2015.
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APPENDIX I
BIOGRAPHIES
In accordance with the Articles of Association, Mr. Rui’s appointment will be for a term up to 27 June 2021 (or the date of the 2021 annual general meeting of the Company, whichever is earlier) subject to Shareholders’ approval. Saved as disclosed above, Mr. Rui did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Rui will enter into a service contract with the Company. During the proposed term of employment he will be entitled to a director’s fee of RMB300,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Rui consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Rui’s proposed appointment as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed appointment of Mr. Rui as an independent non-executive Director.
(10) Mr. Teo Siong Seng
Mr. Teo Siong Seng (“ Mr. Teo ”), was born in Singapore in December 1954, is an independent non-executive Director, a member of each of the Strategy Committee, the Remuneration and Appraisal Committee, the Nomination Committee of the Company. Mr. Teo graduated from Glasgow University in the United Kingdom in 1979 with a First Class Honours Degree in Naval Architecture & Ocean Engineering. He is the executive chairman & managing director of Pacific International Lines (Pte) Ltd., the chairman and chief executive officer of Singamas Container Holdings Limited, a company listed on the main board of the Stock Exchange (stock code: 00716) and an independent non-executive director of COSCO SHIPPING Holding Co., Ltd. He is the honorary president of the Singapore Chinese Chamber of Commerce & Industry and was a nominated member of parliament of the Singapore Government. He was the founding chairman of Singapore Maritime Foundation and president of Singapore Shipping Association. He was an independent non-executive director of China Shipping Container Lines Company Limited from June 2013 to May 2015. He is currently the chairman of the Singapore Business Federation, honorary consul of the United Republic of Tanzania in Singapore, director of Business China. Mr. Teo joined the Company as an independent nonexecutive Director in December 2015.
In accordance with the Articles of Association, Mr. Teo’s appointment will be for a term up to 27 June 2021 (or the date of the 2021 annual general meeting of the Company, whichever is earlier) subject to Shareholders’ approval. Saved as disclosed above, Mr. Teo did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Teo will enter into a service contract with the Company. During the proposed term of employment he will be entitled to a director’s fee of RMB300,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and
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BIOGRAPHIES
APPENDIX I
Mr. Teo consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Teo’s proposed appointment as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed appointment of Mr. Teo as an independent non-executive Director.
B. SUPERVISORS – NON-EMPLOYEE REPRESENTATIVES
The following are the particulars of the Supervisors proposed to be re-elected or elected at the AGM:
(1) Mr. Weng Yi
Mr. Weng Yi (“ Mr. Weng ”), born in July 1967, holds a master’s degree in management, and is a senior captain and senior engineer. He is currently the chairman of supervisor committee of the company, safety director and general manager of the safety management department of China COSCO Shipping Corporation Limited. Mr. Weng served as a captain in Guangzhou Maritime Transport (Group) Co., Ltd., deputy chief of the sailing department and deputy chief of the shipping department of China Shipping Development Co., Ltd. Tramp Co., deputy director of the shipping department of China Shipping Group Company Limited, general manager of Zhuhai New Century Shipping Company Limited, deputy general manager of China Shipping Development Co., Ltd. Tramp Co., general manager of the shipping department and general manager of the operation department of China Shipping Group Company Limited and chief captain of China Shipping Group Company Limited. Mr. Weng joined the Company in September 2016.
In accordance with the Articles of Association, Mr. Weng’s appointment will be for 3 years with effect from 28 June 2018 subject to Shareholders’ approval. Mr. Weng did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Weng will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Weng will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Weng’s proposed re-election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Weng as a Supervisor.
(2) Mr. Yang Lei
Mr. Yang Lei (“ Mr. Yang ”), born in December 1971, has a Bachelor’s degree and is a senior economist. He is now the deputy general manager of Legal and Risk Management Department of China COSCO Shipping Corporation Limited. Mr. Yang began his career in 1994 and served as deputy general manager of Strategic Development Department of COSCO Container Lines Co., Ltd and the deputy general manager of Legal and Risk Management Department of China Ocean Shipping (Group) Company. Mr. Yang graduated from East China University of Political Science and Law and majored in International Economic Law.
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BIOGRAPHIES
APPENDIX I
In accordance with the Articles of Association, Mr. Yang’s appointment will be for 3 years with effect from 28 June 2018 subject to Shareholders’ approval. Mr. Yang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Yang will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Yang will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Yang’s proposed election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Yang as a Supervisor.
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NOTICE OF THE ANNUAL GENERAL MEETING
==> picture [106 x 70] intentionally omitted <==
COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司
(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 COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Thursday, 28 June 2018 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following ordinary or special resolutions of the Company.:
Ordinary Resolutions
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to consider and approve the 2017 Annual Report of the Company;
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to consider and approve the 2017 audited financial statements of the Company;
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to consider and approve the recommended 2017 final dividend of RMB5 cents per share (before tax);
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to consider and approve the 2017 Report of the Directors of the Company;
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to consider and approve the 2017 Report of the Supervisory Committee of the Company;
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to consider and approve the remuneration of the directors (the “ Directors ”) and supervisors (the “ Supervisors ”) of the Company for 2018;
The board of the Company (the “ Board ”) recommends the following remuneration for the Directors and Supervisors in 2018:
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a. Directors and Supervisors who are also senior management members of the Company’s controlling shareholder will not receive any remuneration from the Company.
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b. Directors, being the senior management of the Company, will receive remuneration based on their performance, apart from which they will not receive additional allowance as Directors.
* for identification purpose only
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NOTICE OF THE ANNUAL GENERAL MEETING
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c. The allowance for each of the domestic independent non-executive Directors will be RMB150,000 per year (before tax); the allowance for each of the independent nonexecutive Directors employed overseas will be RMB300,000 per year (before tax); the allowance for any independent Supervisors employed by the Company will be at the same level as those of the independent non-executive Directors.
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d. For the independent Directors and independent Supervisors newly appointed after the date of the Company’s 2018 annual general meeting but before the Company’s 2019 annual general meeting, their remuneration shall comprise basic remuneration and meeting allowance as follows:
Basic remuneration: RMB120,000 for domestic independent non-executive Directors and RMB150,000 for the domestic independent non-executive Directors who is also the chairman of the Board Committee. The basic remuneration for independent nonexecutive Directors from overseas countries or regions could be higher properly and this standard should be approved by the Board.
Meeting allowance: RMB3,000 for one Board meeting and RMB2,000 for one board committee meeting.
The remuneration for any independent Supervisors that may be newly appointed by the Company during the same period above will be at the same level as those newly appointed independent non-executive Directors referred to above.
- e. 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.
Special Resolution
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to consider and approve the proposed (i) guarantee for China Shipping Development (Hong Kong) Marine Co., Limited (“ CSDHK ”) to be provided by the Company in an amount not exceeding USD1 billion (or its equivalent in other currencies) to guarantee the possible financing obligations of CSDHK; (ii) financing guarantee for COSCO SHIPPING Tanker (Singapore) PTE LTD. (“ CSET SG ”) to be provided by the Company in an amount not exceeding USD200 million (or its equivalent in other currencies) to guarantee the possible financing obligations of CSET SG; (iii) financing guarantee for Pan Cosmos Shipping & Enterprises Co., Limited (“ Pan Cosmos ”) to be provided by the Company in an amount not exceeding USD500 million (or its equivalent in other currencies) to guarantee the possible financing obligations of Pan Cosmos; and (iv) guarantee for Arctic Red LNG Shipping Limited, Arctic Orange LNG Shipping Limited, Arctic Yellow LNG Shipping Limited and Arctic Indigo LNG Shipping Limited (the “ JV Companies ”) to be provided by the Company on a pro rata basis in proportion to its shareholding interests in the JV Companies in an aggregate amount not exceeding EUR404.5 million (or its equivalent in other currencies) to guarantee the possible financing obligations and chartering obligations of the JV Companies.
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NOTICE OF THE ANNUAL GENERAL MEETING
The Guarantees are expected to be executed during the period from 1 July 2018 to 30 June 2019 (further details of which are set out in the Company’s announcement dated 28 March 2018).
Ordinary Resolutions
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To re-elect the members (executive Directors and non-executive Directors) of the ninth term of the Board and their terms of appointment:
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(1) to consider and approve the re-election of Mr. Huang Xiaowen as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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(2) to consider and approve the re-election of Mr. Liu Hanbo as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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(3) to consider and approve the re-election of Mr. Lu Junshan as an executive Director and the terms of her appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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(4) to consider and approve the re-election of Mr. Feng Boming as a non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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(5) to consider and approve the re-election of Mr. Zhang Wei as a non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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(6) to consider and approve the re-election of Ms. Lin Honghua as a non-executive Director and the terms of her appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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To re-elect the members (independent non-executive Directors) of the ninth term of the Board and their terms of appointment:
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(1) to consider and approve the re-election of Mr. Ruan Yongping as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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(2) to consider and approve the re-election of Ip Sing Chi as an independent non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018;
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NOTICE OF THE ANNUAL GENERAL MEETING
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(3) to consider and approve the re-election of Mr. Rui Meng as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018; and
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(4) to consider and approve the appointment of Mr. Teo Siong Seng as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018.
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To elect (or re-elect, as the case may be) the members of the ninth term of the supervisory committee of the Company (other than the employee representatives) and their terms of appointment:
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(1) to consider and approve the re-election of Mr. Weng Yi as a Supervisor and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018; and
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(2) to consider and approve the election of Mr. Yang Lei as a Supervisor and the terms of his appointment, details of which are set out in the circular of the Company dated 14 May 2018.
By Order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary
14 May 2018 Shanghai The People’s Republic of China
Notes:
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(A) The H Share register of the Company will be closed from Tuesday, 29 May 2018, to Thursday, 28 June 2018 (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, 28 June 2018 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, 28 May 2018.
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(B) To ascertain Shareholders’ entitlement to the proposed final dividend, the H share register of members of the Company will be closed from Tuesday, 17 July 2018 to Friday, 20 July 2018, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the Company’s H share register of members on Friday, 20 July 2018 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, Shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the Company’s H share registrar not later than 4:30 p.m. on Monday, 16 July 2018. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or before Tuesday, 28 August 2018 to Shareholders whose names appear on the H share register of members of the Company on Friday, 20 July 2018.
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NOTICE OF THE ANNUAL GENERAL MEETING
- (C) The address of the share registrar (for share transfer) for the Company’s H shares is as follows:
Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
- (D) 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 Board of Directors of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 8 June 2018.
Details of the Office of the Board of Directors of the Company are as follows:
18th Floor, 118 Yuanshen Road, Shanghai, The People’s Republic of China Postal Code: 200120 Tel: 86 (21) 6596 6666 Fax: 86 (21) 6596 6160
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(E) 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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(F) 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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(G) 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 at 17M/F, 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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(H) 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 (E) to (F) 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 Board of Directors, the address of which is set out in Note (D) 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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(I) 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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(J) 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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(K) As at the date of this announcement, the Board of Directors of the Company comprises Mr. Huang Xiaowen, Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as nonexecutive Directors, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent nonexecutive Directors.
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