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Dida Inc. — Board/Management Information 2016
Sep 2, 2016
50671_rns_2016-09-02_572239a8-ac64-419f-8ff9-500755fa0f87.pdf
Board/Management Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt about this circular, you should consult appropriate independent advisers.
If you have sold or transferred all your shares in China Shipping Development Company Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was 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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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)
(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS (2) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS (3) PROPOSED APPOINTMENT OF SUPERVISOR AND
(4) SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 3 to 5 of this circular.
A notice convening the EGM to be held 2:00 p.m. on Monday, 19 September 2016 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China was published by the Company on 4 August 2016 and a supplemental EGM notice is set out on pages N-1 to N-3 of this circular.
A supplemental proxy form for use at the EGM is enclosed. 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 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.
2 September 2016
CONTENT
| Pages | Pages |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Appendix — Particulars of Directors/Supervisor proposed to be elected. . . . . . . . . . . . . . . | 6 |
| Supplemental Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N-1 |
— i —
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 | |
| ”A Shareholder(s)” | holder(s) of A Shares |
| ”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” | China Shipping Development Company Limited (中海發展股 |
| 份有限公司), a joint stock limited Company incorporated in | |
| the PRC with limited liability, the H Shares of which are | |
| listed on the Hong Kong Stock Exchange | |
| ”Director(s)” | the director(s) of the Company |
| ”EGM” | the extraordinary general meeting of the Company to be held |
| at 2:00 p.m. on Monday, 19 September 2016 at 3rd Floor, | |
| Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou | |
| District, Shanghai, the People’s Republic of China | |
| ”Group” | the Company and its subsidiaries |
| ”H Shares” | overseas listed foreign shares of RMB1.00 each in the share |
| capital of the Company which are listed on the Hong Kong | |
| Stock Exchange and traded in Hong Kong dollars | |
| ”H Shareholder(s)” | holder(s) of H Shares |
| ”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 |
| ”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 |
| ”Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Supervisor(s)” | supervisor(s) of the Company |
| “Supervisory Committee” | supervisory committee of the Company |
— 1 —
EXPECTED TIMETABLE
Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 September 2016 Latest time for lodging supplemental proxy forms for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. Sunday, 18 September 2016 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. Monday, 19 September 2016
— 2 —
LETTER FROM THE BOARD
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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1138)
Executive Directors: Sun Jiakang (Chairman) Huang Xiaowen Ding Nong Yu Zenggang
Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Pilot Free Trade Zone People’s Republic of China
Independent Non-Executive Directors:
Wang Wusheng Ruan Yongping Ip Sing Chi Rui Meng Teo Siong Seng
Place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong
2 September 2016
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS (2) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS (3) PROPOSED APPOINTMENT OF SUPERVISOR AND
(4) SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
We refer to the announcements dated 5 August 2016 and 22 August 2016 issued by the Company in respect of, among other things, the proposed appointment of (i) each of Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors of the Company; (ii) each of Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive Directors of the Company; and (iii) Mr. Weng Yi as a supervisor of the Company, whereas all these appointments are subject to approval by the Shareholders at the EGM.
The purpose of this circular is to provide you with further information in relation to these appointments and the supplement notice of the EGM in respect of these appointments so that you may make informed decisions on the resolutions relating to these appointments at the EGM.
— 3 —
LETTER FROM THE BOARD
I. ELECTION OF DIRECTORS
The Board proposes to appoint each of Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors of the Company subject to Shareholders’ approval at the EGM.
The Board also proposes to appoint each of Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive Directors of the Company subject to Shareholders’ approval at the EGM.
Each of these candidate Directors’ appointment will become effective immediately upon Shareholders’ approval at the EGM. As stated in the Company’s announcement dated 22 August 2016, upon the Shareholders’ approval of the appointments of Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive Directors of the Company, Mr. Huang Xiaowen, Mr. Ding Nong and Mr. Yu Zenggang’s respective resignation as executive Directors and members of the Strategic Committee of the Board will become effective on the same date.
Details of the above candidate Directors are set out in the appendix to this circular and the relevant resolutions regarding these appointments will be proposed at the EGM.
II. ELECTION OF SUPERVISOR
Reference is made to the announcement of the Company dated 22 August 2016 through which the Company announced that the Supervisory Committee proposes to appoint Mr. Weng Yi as a Supervisor subject to Shareholders’ approval at the EGM. Mr. Weng’s appointment will become immediately upon Shareholders’ approval at the EGM. As stated in the Company’s announcement dated 22 August 2016, upon the Shareholders’ approval of the appointment of Mr. Weng as a Supervisor, Mr. Xu Wenrong’s resignation as a Supervisor and the chairman of the Supervisory Committee will become effective on the same date.
Details of Mr. Weng are set out in the appendix to this circular and the relevant resolution regarding the appointment of Mr. Weng as a Supervisor will be proposed at the EGM.
III. CLOSURE OF REGISTER OF MEMBERS
The H Share register of the Company has been closed from Saturday, 20 August 2016 to Monday, 19 September 2016 (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 on Monday, 19 September 2016 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.
IV. EGM
The EGM will be held at 2:00 p.m. on Monday, 19 September 2016 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China.
— 4 —
LETTER FROM THE BOARD
The original proxy form and a reply slip were despatched to the Shareholders on 4 August 2016 for use at the EGM, and the supplemental proxy form has been despatched to the Shareholders together with this circular. The supplemental proxy form is for the purpose of the supplemental resolutions as set out in the supplemental notice of the EGM dated 2 September 2016 and only serves as a supplement to the original proxy form for the EGM.
Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed supplemental proxy form (for use at the EGM) 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 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said supplemental proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.
The supplemental proxy form will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolutions set out in the original notice of the EGM dated 4 August 2016. If you have validly appointed a proxy to attend and act for you at the EGM but do not duly complete and deliver the supplemental proxy form enclosed, your proxy will be entitled to vote at the discretion on the ordinary resolutions 4(i) to 4(v) and 5 set out in the supplemental notice of the EGM dated 2 September 2016. If you do not duly complete and deliver the original proxy form for the EGM but have duly completed and delivered the supplemental proxy form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at the discretion on all the resolutions set out in the notice of the EGM dated 4 August 2016. If the proxy being appointed to attend the EGM under the supplemental proxy form is different from the proxy appointed under the original proxy form and both proxies attended the EGM, the proxy validly appointed under the original proxy form shall be designated to vote at the EGM.
V. RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the appointments of the Directors and Supervisor set out above to be in the interest of the Company and its Shareholders as whole, and recommend the Shareholders to approve the resolutions to be proposed at the EGM.
Yours faithfully,
China Shipping Development Company Limited Sun Jiakang Chairman
— 5 —
APPENDIX PARTICULARS OF DIRECTORS AND SUPERVISOR PROPOSED TO BE ELECTED
The details of the Directors and the Supervisor proposed to be elected at the EGM as required to be disclosed pursuant to the Listing Rules are set out as follows:
(i) Liu Hanbo (“Mr. Liu”)
Mr. Liu, born in November 1959 and aged 56, holds a master’s degree in engineering and is a senior economist. He is currently 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 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 as its general manager in August 2016.
Subject to the Shareholders’ approval, Mr. Liu will enter into a service contract with the Company for his appointment as an executive Director for a term from the date of Shareholders’ approval on his appointment up to 17 June 2018 (or until the date of the annual general meeting of the Company to be held in 2018, whichever is earlier). No director’s fee will be payable to Mr. Liu and no remuneration has been determined for Mr. Liu’s role as the general manager of the Company as at the date hereof.
As at the date hereof and save as disclosed above, Mr. Liu does not hold any other positions in the Company or other members of the Group. Save as disclosed above, Mr. Liu does not have any relationship with any Director, member of senior management of the Company or substantial or controlling Shareholder, and 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. Mr. Liu 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).
Save as disclosed above, there is no other information relating to Mr. Liu that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Liu’s appointment as an executive Director of the Company.
(ii) Lu Junshan (“Mr. Lu”)
Mr. Lu, born in January 1959 and aged 57, has a graduate education background and holds a Master’s Degree in Laws. He is also a senior administration engineer. He is currently a deputy general manager of the Company. Mr. Lu was formerly the ship’s second engineer, and the deputy manager of President’s Office of Shanghai Ocean Shipping Co., Ltd., the director of President’s Office, the
— 6 —
APPENDIX
PARTICULARS OF DIRECTORS AND SUPERVISOR PROPOSED TO BE ELECTED
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 Minister of Publicity Department, the chairman of the union, the general manager of Enterprise Culture Department and Spiritual Civilization Construction Office of COSCO Container Lines Co., Ltd (“ COCSO Container ”). He was also the Minister of Publicity Department, the vice-Minister of Party Work Department of China Ocean Shipping (Group) Company (“ COSCO Group ”), the Party secretary, the vice president of Hainan COSCO Boao Company Limited and the Party secretary, the vice president of Dalian Ocean Shipping Company Limited. Mr. Lu joined the Company as a deputy general manager in June 2016.
Subject to Shareholders’ approval at the EGM of Mr. Lu’s appointment, Mr. Lu will enter into a service contract with the Company for his appointment as an executive Director for a term commencing from the date of the Shareholders’ approval at the EGM up to and including 17 June 2018 (or until the date of the annual general meeting of the Company to be held in 2018, whichever is earlier). Pursuant to the terms of such service contract, no remuneration will be payable to Mr. Lu for his office as a Director and no remuneration has been determined for Mr. Lu’s role as a deputy general manager of the Company as at the date hereof. The proposed service contract may be terminated by not less than three months’ notice served by either party.
As at the date hereof and save as disclosed above, Mr. Lu does not hold any other positions in the Company or other members of the Group. Save as disclosed above, Mr. Lu does not hold 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. Lu does not have any relationship with any Director, member of senior management of the Company or substantial or controlling Shareholder. Mr. Lu 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).
Save as disclosed above, there is no other information relating to Mr. Lu that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Lu’s appointment as an executive Director of the Company.
(iii) Feng Boming (“Mr. Feng”)
Mr. Feng Boming, born in October 1969 and aged 46, holds a master’s degree in business administration and is an economist. 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
— 7 —
APPENDIX PARTICULARS OF DIRECTORS AND SUPERVISOR PROPOSED TO BE ELECTED
implementation office of China Ocean Shipping (Group) Company. Mr. Feng is currently general manager of the strategic and corporate management division of China COSCO Shipping Corporation Limited and a non-executive director of China Shipping Container Lines Company Limited (a company listed on the Stock Exchange with stock code 2866).
Subject to Shareholders’ approval at the EGM of Mr. Feng’s appointment, Mr. Feng will enter into a service contract with the Company for his appointment as a non-executive Director for a term commencing from the date of the Shareholders’ approval at the EGM up to and including 17 June 2018 (or until the date of the annual general meeting of the Company to be held in 2018, whichever is earlier). Pursuant to the terms of such service contract, no remuneration will be payable to Mr. Feng for his office as a Director. The proposed service contract may be terminated by not less than three months’ notice served by either party.
As at the date hereof and save as disclosed above, Mr. Feng does not hold any other positions in the Company or other members of the Group. Save as disclosed above, Mr. Feng does not hold 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. Feng does not have any relationship with any Director, member of senior management of the Company or substantial or controlling Shareholder. Mr. Feng 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).
Save as disclosed above, there is no other information relating to Mr. Feng that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Feng’s appointment as a non-executive Director of the Company.
(iv) Zhang Wei (“Mr. Zhang”)
Mr. Zhang, born in April 1966 and aged 50, is an engineer. 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 is currently deputy general manager of the operating management division of China COSCO Shipping Corporation Limited.
Subject to Shareholders’ approval at the EGM of Mr. Zhang’s appointment, Mr. Zhang will enter into a service contract with the Company for his appointment as a non-executive Director for a term commencing from the date of the Shareholders’ approval at the EGM up to and including 17 June 2018 (or until the date of the annual general meeting of the Company to be held in 2018, whichever is earlier). Pursuant to the terms of such service contract, no remuneration will be payable to Mr. Zhang for his office as a Director. The proposed service contract may be terminated by not less than three months’ notice served by either party.
— 8 —
APPENDIX
PARTICULARS OF DIRECTORS AND SUPERVISOR PROPOSED TO BE ELECTED
As at the date hereof and save as disclosed above, Mr. Zhang does not hold any other positions in the Company or other members of the Group. Save as disclosed above, Mr. Zhang does not hold 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. Zhang does not have any relationship with any Director, member of senior management of the Company or substantial or controlling Shareholder. Mr. Zhang 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).
Save as disclosed above, there is no other information relating to Mr. Zhang that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Zhang’s appointment as a non-executive Directorof the Company.
(v) Lin Honghua (“Ms. Lin”)
Ms. Lin, born in June 1964 and aged 52, is an assistant accountant. 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, financial controller of COSCO Oceania Pty Ltd., and chief auditor of the finance department of China Ocean Shipping (Group) Company. Ms. Lin is currently chief auditor of the finance and accounting division of China COSCO Shipping Corporation Limited and a director of COSCO Shipping Company Limited (a company listed on the Shanghai Stock Exchange, stock code 600428).
Subject to Shareholders’ approval at the EGM of Ms. Lin’s appointment, Ms. Lin will enter into a service contract with the Company for her appointment as a non-executive Director for a term commencing from the date of the Shareholders’ approval at the EGM up to and including 17 June 2018 (or until the date of the annual general meeting of the Company to be held in 2018, whichever is earlier). Pursuant to the terms of such service contract, no remuneration will be payable to Ms. Lin for her office as a Director. The proposed service contract may be terminated by not less than three months’ notice served by either party.
As at the date hereof and save as disclosed above, Ms. Lin does not hold any other positions in the Company or other members of the Group. Save as disclosed above, Ms. Lin does not hold 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, Ms. Lin does not have any relationship with any Director, member of senior management of the Company or substantial or controlling Shareholder. Ms. Lin 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).
Save as disclosed above, there is no other information relating to Ms. Lin that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Ms. Lin’s appointment as a non-executive Director of the Company.
— 9 —
APPENDIX
PARTICULARS OF DIRECTORS AND SUPERVISOR PROPOSED TO BE ELECTED
(vi) Weng Yi (“Mr. Weng”)
Mr. Weng, born in July 1967 and aged 49, holds a master’s degree in management, and is a senior captain and senior engineer. 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, 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 China Shipping (Group) Company and chief captain of China Shipping (Group) Company. Mr. Weng is currently safety director and general manager of the safety management department of China COSCO Shipping Corporation Limited.
Subject to Shareholders’ approval at the EGM of Mr. Weng’s appointment, Mr. Weng will enter into a service contract with the Company for his appointment as a supervisor of the Company for a term commencing from the date of the Shareholders’ approval at the EGM up to and including 17 June 2018 (or until the date of the annual general meeting of the Company to be held in 2018, whichever is earlier). Pursuant to the terms of such service contract, no remuneration will be payable to Mr. Weng for his office as a supervisor. The proposed service contract may be terminated by not less than three months’ notice served by either party.
As at the date hereof and save as disclosed above, Mr. Weng does not hold any other positions in the Company or other members of the Group. Save as disclosed above, Mr. Weng does not hold 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. Weng does not have any relationship with any Director, member of senior management of the Company or substantial or controlling Shareholder. Mr. Weng 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).
Save as disclosed above, there is no other information relating to Mr. Weng that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Weng’s appointment as a supervisor of the Company.
— 10 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1138)
Notice dated 4 August 2016 had been given by the Company to convene the extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) to be held at 2:00 p.m. on Monday, 19 September 2016 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 resolutions set out therein. This notice is a supplemental notice following the despatch of the Company’s circular dated 4 August 2016 containing notice of the EGM and setting out the additional resolutions proposed by the controlling shareholder of the Company in accordance with Article 78 of the Company’s Articles of Association to be passed at the EGM:
Ordinary Resolutions
-
“4. to elect the following members of the eighth term of the board of directors of the Company and their terms of appointment:
-
(i) to approve the election of Mr. Liu Hanbo as an executive Director and the terms of his appointment, details of which are set out in the announcement of the Company dated 5 August 2016;
-
(ii) to approve the election of Mr. Lu Junshan as an executive Director and the terms of his appointment, details of which are set out in the announcement of the Company dated 22 August 2016;
-
(iii) to approve the election of Mr. Feng Boming as a non-executive Director and the terms of his appointment, details of which are set out in the announcement of the Company dated 22 August 2016;
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(iv) to approve the election of Mr. Zhang Wei as a non-executive Director and the terms of his appointment, details of which are set out in the announcement of the Company dated 22 August 2016; and
-
(v) to approve the election of Ms. Lin Honghua as a non-executive Director and the terms of her appointment, details of which are set out in the announcement of the Company dated 22 August 2016.
— N-1 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
- to approve the election of Mr. Weng Yi as a supervisor of the Company and the terms of his appointment, details of which are set out in the announcement of the Company dated 22 August 2016.”
By Order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
2 September 2016 Shanghai The People’s Republic of China
Notes:
-
(A) Please refer to the notice of the EGM dated 4 August 2016 for Resolutions 1 to 3.
-
(B) 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 EGM 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 EGM.
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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 EGM (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 EGM. 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 EGM (or any adjournment thereof) in order for such documents to be valid.
— N-2 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
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(G) If a proxy attends the EGM 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 EGM, 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 EGM, 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 EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
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(I) As at the date of this notice, the Board comprises Mr. Sun Jiakang, Mr. Huang Xiaowen, Mr. Ding Nong and Mr. Yu Zenggang as executive Directors, and Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.
— N-3 —