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Dida Inc. — Board/Management Information 2016
Jun 3, 2016
50671_rns_2016-06-03_62db7c9e-30ba-4fb0-ae2f-7dcc68baefa7.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)
(1) RESIGNATION OF EXECUTIVE DIRECTOR AND CHAIRMAN OF THE COMPANY AND STRATEGY COMMITTEE
(2) APPOINTMENT OF CHAIRMAN OF THE COMPANY AND STRATEGY COMMITTEE
AND (3) PROPOSED CHANGE OF COMPANY NAME
The Board hereby announces that (i) Mr. Xu Lirong has tendered his resignation as an executive director and the Chairman of the Company and the Strategy Committee of the Board with effect from 3 June 2016; and (ii) Mr. Sun Jiakang, an executive director of the Company, has been appointed as the Chairman of the Company and the Strategy Committee of the Board with effect from 3 June 2016.
The Board proposes to change the Chinese and English name of the Company from “中海發展股份有限公司” and “China Shipping Development Company Limited” to “中遠海運能源運輸股份有限公司” and “COSCO SHIPPING Energy Transportation Co., Ltd.”, respectively.
The Proposed Change of Name is subject to (i) the approval by the Shareholders at the EGM and (ii) the approval by the Ministry of Commerce and the relevant Administration of Industry and Commerce of the People’s Republic of China. An EGM will be convened for the Shareholders to consider and, if thought fit, approve the Proposed Change of Name. A circular containing, among other things, details regarding the Proposed Change of Name together with a notice of the EGM will be despatched to the Shareholders in due course.
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RESIGNATION OF EXECUTIVE DIRECTOR AND CHAIRMAN OF THE COMPANY AND STRATEGY COMMITTEE
The board of directors (the “ Board ”) of China Shipping Development Company Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) hereby announces that Mr. Xu Lirong (許立榮) (“ Mr. Xu ”) has tendered his resignation as an executive director and the Chairman of the Company and the Strategy Committee of the Board with effect from 3 June 2016 to focus on attending to matters incidental to the restructuring of the controlling shareholder of the Company as announced by the Company on 4 May 2016.
Mr. Xu has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.
The Board would like to take this opportunity to express its gratitude and appreciation to Mr. Xu for his valuable contributions to the Company as director during his term of office.
APPOINTMENT OF CHAIRMAN OF THE COMPANY AND THE STRATEGY COMMITTEE OF THE BOARD
The Board hereby announces that the Board resolved to appoint Mr. Sun Jiakang (孫家康) (“ Mr. Sun ”), an executive director of the Company, as the Chairman of the Company and the Strategy Committee of the Board with effect from 3 June 2016. Mr. Sun’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 (the “ Stock Exchange ”) are set out below.
Mr. Sun, born in March 1960 and aged 56, an executive director of the Company who was appointed to the Board with effect from 20 May 2016, is currently the Vice President and Party Committee Member of China COSCO Shipping Corporation Limited (中國遠洋海運集團有限公司). He is currently also an 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 Hong Kong Stock Exchange (stock code 1919)), and the chairman of COSCO Shipping Company Limited (where its A shares are listed on the Shanghai Stock Exchange (stock code 600428)). Mr. Sun was an executive director and the chairman of COSCO International Holdings Limited (where its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 0517)) from September 2013 to March 2016. He was formerly the vice Deputy Head of Shipping Division of COSCO Tianjin, the Deputy Manager (and later the Manager) of Container Transport Division III, Manager of Container Transport Division II of
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COSCO Container Lines Headquarters, General Manager of Transportation Division of COSCO Group, Assistant to the President of COSCO Group, Spokesperson of COSCO Group, Executive Vice President of COSCO Hong Kong(Group) Ltd., Vice-Chairman and President of COSCO Pacific Co., Ltd, Executive Vice President and Deputy Secretary of The CPC Committee of China COSCO Holdings Company Limited, President of COSCO Container Lines Ltd, Deputy Secretary of the CPC Committee of COSCO Container Lines Ltd. He also worked as the Executive Vice President, Member of Party Committee, and Secretary of the Board of Directors of the COSCO Group. He has been working in shipping industry for over 30 years, and has abundant expertise in container shipping, terminal operation, vessel chartering, and logistics, as well as abundant experience in corporation management, capital operation, and listed company management. Mr. Sun Jiakang is a senior engineer, and holds the Master ’s Degree of Dalian Maritime University. He studied transportation planning and management.
Mr. Sun has entered into a service contract with the Company for his appointment as an executive Director for a term from 20 May 2016 up to and including 17 June 2018 (or the date of the Company’s annual general meeting in 2018, whichever is earlier). Pursuant to such service contract, Mr. Sun will not receive any remuneration from the Group as a Director. Such service contract may 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. Sun does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Sun 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 herein, Mr. Sun does not have any relationship with any Director, member of senior management or substantial or controlling shareholder of the Company. As at the date of this announcement, Mr. Sun 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. Sun’s appointment as an executive Director which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is also no other matter which needs to be brought to the attention of the shareholders in respect of Mr. Sun’s appointment as the Chairman of the Company and of the Strategy Committee of the Board.
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PROPOSED CHANGE OF NAME
The Board proposes to change the Chinese and English name of the Company from “中海發展股份有限公司” and “China Shipping Development Company Limited” to “中遠海運能源運輸股份有限公司” and “COSCO SHIPPING Energy Transportation Co., Ltd.”, respectively (“ Proposed Change of Name ”). The Board considers that the Proposed Change of Name reflects the nature of business of the Group following completion of the restructuring of the Group’s business as announced by the Company on 29 March 2016, which were approved by the shareholders of the Company (“ Shareholders ”) at the annual general meeting of the Company held on 20 May 2016.
Conditions of the Proposed Change of Name
The Proposed Change of Name is subject to (i) the approval by the Shareholders at the EGM and (ii) the approval by the Ministry of Commerce and the relevant Administration of Industry and Commerce of the People’s Republic of China. An extraordinary general meeting (“ EGM ”) will be convened for the Shareholders to consider and, if thought fit, approve the Proposed Change of Name. A circular containing details regarding the Proposed Change of Name together with a notice of the EGM will be despatched to the Shareholders in due course.
Effects of the Proposed Change of Name
The Proposed Change of Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position. All existing share certificates in respect of the H shares (the “ Shares” ) in issue bearing the existing name of the Company will, after the Proposed Change of Name becoming effective, continue to be evidence of title to such shares and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing certificates of Shares for new certificates bearing the new name of the Company.
Upon the Proposed Change of Name becoming effective and from then on, new certificates in respect of the Shares will be issued under the new Chinese and English name of the Company, in addition, subject to the confirmation by the Stock Exchange, the English and Chines stock short names of the Company will also be changed.
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GENERAL
An EGM will be held for the Shareholders to consider and, if thought fit, pass the special resolution(s) to approve the Proposed Change of Name and incidental changes to the articles of the Company. A circular containing details of the Proposed Change of Name, the Company’s scope of business, incidental amendments to the articles of the Company and a notice of the EGM will be despatched to the Shareholders in due course. Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Name, and (where applicable) the new stock short name of the Company for trading of the H shares of the Company on the Stock Exchange.
By Order of the Board of Directors China Shipping Development Company Limited Yao Qiaohong
Company secretary
Shanghai, the People’s Republic of China 3 June 2016
As at the date of this announcement, the board of directors of the Company comprises Mr. Sun Jiakang, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.
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