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Dida Inc. Board/Management Information 2012

Jan 16, 2012

50671_rns_2012-01-16_4091e1e1-9bd1-4262-a8b6-a55feceb5453.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 liabilities 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)

VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND APPOINTMENTS OF DIRECTORS

The Board is pleased to announce the voting results of the extraordinary general meeting which was held on 16 January 2012.

The Board is also pleased to announce that the appointments of Mr. Xu Lirong as an executive Director and Mr. Wang Wusheng as an independent non-executive Director have been approved by the Shareholders at the EGM.

The board (the “ Board ”) of directors (the “ Directors ”) of China Shipping Development Company Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) is pleased to announce the voting results of the extraordinary general meeting (“ EGM ”) of the Company which was held on Monday, 16 January 2012 at 700 Dong Da Ming Road, Shanghai, the People’s Republic of China:

— 1 —

Number of Number of Number of
Shares
Carrying
Voting
Rights
Represented
by the
Shareholders
**Number of Votes ** (%) Attending
Ordinary Resolutions For Against Abstain the EGM
1. To appoint Mr. Xu Lirong as
2,091,811,798
3,119,023 1,583,206 2,096,514,027
an executive director, to 99.7757% 0.1488% 0.0755% 100.0000%
approve the terms of the
service contract of Mr. Xu
Lirong and to authorise any
director of the Company to
make any further amendments
to such service contract as he
sees necessary or desirable
and execute the same on
behalf the Company
2. To appoint Mr. Wang Wusheng
2,094,623,821
307,000 1,583,206 2,096,514,027
as an independent 99.9098% 0.0146% 0.0755% 100.0000%
non-executive director, to
approve the terms of the
service contract of Mr. Wang
Wusheng and to authorise any
director of the Company to
make any further amendments
to such service contract as he
sees necessary or desirable
and execute the same on
behalf the Company

As more than 50% of the votes were cast in favor of the above ordinary resolutions, the resolutions were duly passed as ordinary resolutions at the EGM.

For details of the above resolutions, please refer to the notice of the EGM dated 1 December 2011.

— 2 —

APPOINTMENTS OF DIRECTORS

The Board further announces that the appointments of Mr. Xu Lirong (許立榮) (“Mr. Xu”) as an executive director of the Company and Mr. Wang Wusheng (王武生() “Mr. Wang”)as an independent non-executive director of the Company have been approved by the shareholders of the Company (“Shareholders”) at the EGM. Mr. Xu and Mr. Wang’s appointment took effect immediately after Shareholders’ approval at the EGM. Mr. Xu and Mr. Wang’s particulars which are required to be disclosed by the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) are set out below.

(1)Mr. Xu Lirong (許立榮)

Mr. Xu Lirong, aged 54, currently is the senior engineer, director, executive president and a member of the Party Committee of China Shipping (Group) Company. He is also the chairman of a number of companies including China Shipping (Hong Kong) Holdings Co., Ltd., China Shipping (Europe) Holding GmbH, China Shipping (North America) Holding Co., Ltd., China Shipping (South Eastern Asia) Holding Co., Ltd. and China Shipping (Western Asia) Holdings Co., Ltd.. Mr. Xu is currently the vice chairman and an executive director of China Shipping Container Lines Company Limited (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Stock Exchange (stock code 2866)). He is also the chairman and a non-executive director of COSCO Pacific Limited, a company listed on the main board of the Stock Exchange (stock code 1199). Mr. Xu had been the marine captain of COSCO Shanghai Company, the general manager of COSCO Shanghai International Freight Forwarding Company, the deputy managing director of COSCO Shanghai Company, the president of the Shanghai Shipping Exchange, the managing director of COSCO Container Lines Company Limited, the executive vice president and the non-executive director of China COSCO Holdings Company Limited (where its A shares are listed on the Shanghai Stock Exchange (stock code 601919) and its H shares are listed on the main board of the Stock Exchange (stock code 1919)) from 2007 to 2011, the chairman of COSCO Shipping Co., Ltd.( a company listed on the Shanghai Stock Exchange (stock code 600428))from 2007 to 2011 and the executive vice president, a member of the Party Committee and the chairman of the Labor Union of China Ocean Shipping (Group) Company. Mr. Xu has over 30 years of experience in ocean shipping business management and extensive experience in corporate management. Mr. Xu obtained his Master of Business Administration degree from the Shanghai Maritime University and the Maastricht School of Management in the Netherlands.

— 3 —

Xu has entered into a service contract with the Company for his appointment as an executive director for a term from the date of obtaining the Shareholders’ approval on his appointment up to the date of the Company’s annual general meeting in 2012. Pursuant to such service contract, Mr. Xu will not receive any remuneration from the Group. Such service contract shall be terminated by either party giving at least three months’ prior notice in writing.

As at the date of this announcement and save as disclosed above, Mr. Xu does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Xu does not and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, Mr. Xu does not have any relationship with any director, member of senior management or substantial or controlling shareholder of the Company. Mr. Xu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

As at the date of this announcement and save as disclosed above, there is no other information relating to Mr. Xu to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Xu’s appointment as an executive Director.

(2) Mr. Wang Wusheng (王武生)

Mr. Wang Wusheng, born in March 1951 and aged 60, is currently a lawyer and a senior partner of Jin Mao P.R.C. Lawyers. Mr. Wang had been a law consultant of Legal Affairs Center of Transportation of the Ministry of Transport of the PRC, and from April 2005 to May 2010, an independent director of Shuangliang Eco-Energy Systems Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 600481)).

Mr. Wang has entered into a service contract with the Company for his appointment as an independent non-executive director of the Company for a term commencing from the date of the Shareholders’ approval on his appointment up to the date of the Company’s annual general meeting in 2012. Pursuant to such service contract, Mr. Wang will be entitled to a director’s fee of RMB100,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. Such service contract shall be terminated by either party giving at least three months’ prior notice in writing.

— 4 —

Mr. Wang does not hold any other position with the Company or other members of the Group as at the date of this announcement. As at the date of this announcement and save as disclosed above, Mr. Wang does not and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, Mr. Wang does not have any relationships with any directors, members of the senior management or substantial or controlling shareholders of the Company. Mr. Wang does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

As at the date of this announcement and save as disclosed above, there is no other information relating to Mr. Wang to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is also no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Wang’s appointment as an independent non-executive Director.

Notes:

  • (1) The total number of shares entitling the holder to attend and vote on the resolutions at the EGM is 3,404,552,270, the total number of H Shares entitling the holder to attend and vote on the resolutions at the EGM is 1,296,000,000, and the total number of A Shares entitling the holder to attend and vote on the resolutions at the EGM is 2,108,552,270.

  • (2) No Shareholders were entitled to attend and abstain from voting in favour of any of the resolutions at the EGM.

  • (3) No Shareholders were required under the Listing Rules to abstain from voting on any of the resolutions at the EGM.

  • (4) Hong Kong Registrars Limited, the H Share Registrar and Transfer Office of the Company, acted as the scrutineer who, based on the H share poll voting forms collected by the Company, performed calculation on the H share poll voting results.

By order of the Board

China Shipping Development Company Limited Yao Qiaohong Company Secretary

Shanghai, the PRC 16 January 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.

— 5 —