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Dida Inc. — Board/Management Information 2012
Feb 1, 2012
50671_rns_2012-02-01_067fcdc0-28f7-4b1d-b494-1710b10715c0.pdf
Board/Management 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 announcement, 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 announcement.
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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)
WRITTEN RESOLUTIONS PASSED AT THE SECOND BOARD MEETING OF 2012
The Board is pleased to announce that the resolutions set out below were duly passed by the Board on 1 February 2012 by the adoption of written resolutions in lieu of a physical board meeting.
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The board of directors (the “Board”) of China Shipping Development Company Limited (the “Company”, together with its subsidiaries, the “Group”) is pleased to announce that the directors (the “Directors”) of the Company adopted the written resolutions set out below (the “Written Resolutions”) in lieu of a physical board meeting.
The Written Resolutions were duly passed in accordance with the relevant provisions of the Company Law of the People’s Republic of China (the “ PRC”) and the articles of association of the Company as follows:
I. The resolution on the appointment of Mr. Xu Lirong, an executive Director, as the vice chairman of the Company
The appointment of Mr. Xu Lirong, an executive Director, as a vice chairman of the Board was approved by the Board.
The existing Board comprises:
Executive director and Chairman: Mr. Li Shaode;
Executive director and vice Chairman: Mr. Xu Lirong and Mr. Lin Jianqing;
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Executive directors: Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan;
Independent non-executive directors: Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng.
- II. The resolution on adjustment of members of the special committees of the Board
Due to changes of directors over the past half year, the Board approved to adjust the composition of the special committees of the Board as follows:
Strategy Committee
Chairman of the Committee: Mr. Li Shaode (Chairman) ; Members: Mr. Xu Lirong, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan (Executive directors) ; Mr. Zhu Yongguang and Mr. Zhang Jun (Independent non-executive directors) ;
Audit Committee
Chairman of the Committee: Mr. Lu Wenbin (Independent non-executive director) ; Members: Mr. Zhu Yongguang, Mr. Zhang Jun and Mr. Wang Wusheng (Independent non-executive directors) ;
Remuneration and Appraisal Committee
Chairman of the Committee: Mr. Zhu Yongguang (Independent non-executive director) ; Members: Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng (Independent non-executive directors) ;
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Nomination Committee
Chairman of the Committee: Mr. Zhu Yongguang (Independent non-executive director) ; Members: Mr. Lin Jianqing and Mr. Zhang Guofa (Executive director) ; Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng (Independent non-executive directors) .
III. The resolutions on the establishment of China Shipping Bulk Carrier Co., Ltd
In order to improve the professional management of the Company, streamline its internal management system and increase its business operation efficiency, the Board agreed as part of the Company’s strategy to establish two wholly-owned subsidiaries, which will be responsible for the operation of dry bulk transportation and oil products transportation respectively, and to gradually inject the Company’s dry bulk vessel and oil tank related businesses into the two wholly-owned subsidiaries. The preliminary resolutions in completing the re-organisation of the assets of the Company’s dry bulk business were passed as follows:
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It was proposed to establish a new wholly-owned subsidiary, China Shipping Bulk Carrier Co., Ltd., in Nansha, Guangzhou. The Company is positioned to be the sole operation management platform for handling dry bulk business of China Shipping Group, and China Shipping Bulk Carrier Co., Ltd will be the sole professional operation management platform for handling dry bulk business of the Company.
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After the establishment of China Shipping Bulk Carrier Co., Ltd, the employees, institutions and management system of the Company’s existing tramp branch in Guangzhou will be merged into this wholly-owned subsidiary.
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China Shipping Bulk Carrier Co., Ltd will establish its wholly-owned subsidiary, China Shipping Bulk Carrier (Shanghai) Co., Ltd (中海散貨運輸上海有限公司), in Yangshan, Shanghai.
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While coordinating the relationship between the joint venture partners, the Company will inject its equity interests of its joint ventures engaging in dry bulk business into China Shipping Bulk Carrier Co., Ltd as and when appropriate.
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The Company will inject all overseas assets of dry bulk vessels under the Company into China Shipping Bulk Carrier Co., Ltd as and when appropriate.
The management was authorized by the Board to carry out preliminary works in relation to asset evaluation and transfer. The specific proposal will be submitted to the Board for consideration in due course.
By order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
Shanghai, the PRC 1 February 2012
As at the date of this announcement, 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.
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