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Dida Inc. — Governance Information 2016
Jul 28, 2016
50671_rns_2016-07-28_656c33af-6c1a-4a21-91dc-9fd7ff5ab8fe.pdf
Governance 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)
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
Reference is made to the Company’s announcement dated 3 June 2016 in relation to, among other things, the Proposed Change of Name. In light of such proposed name change, and with a view to further enhancing corporate governance and investor protection, certain amendments to the Articles have been proposed. These proposed amendments to the Articles are subject to the approval of the Shareholders by way of a special resolution at the EGM.
The Company will dispatch a circular containing, among other things, details of the proposed amendments to the Articles together with a notice convening the EGM to the Shareholders in due course.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement (“ Announcement ”) of China Shipping Development Company Limited (the “ Company ”) dated 3 June 2016. Unless otherwise specified, capitalized terms used in this announcement shall have the same meanings as ascribed to them in the Announcement.
In light of the Proposed Change of Name, and with a view to further enhancing corporate governance and investor protection, it is proposed that certain amendments be made to the Articles of Association of the Company (the “ Articles ”). These proposed amendments to the Articles are subject to the approval of the Shareholders by way of a special resolution at the an extraordinary general meeting of the Company (“ EGM ”) to be convened for this purpose.
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Details of the proposed amendments to the Articles are set out as follows:
Amendment No 1
ARTICLE 3
Existing Provisions
Registered Name of the Company: 中海發展股份有限公司
Name of the Company in English: China Shipping Development Company Limited
Proposed Revised Provisions
Registered Name of the Company: 中遠海運能源運輸股份有限公司
Name of the Company in English: COSCO SHIPPING Energy Transportation Co., Ltd.
Amendment No 2
ARTICLE 104
Existing Provisions
Shareholders (including proxies thereof) who vote at a general meeting shall exercise their voting rights in proportion to the amount of voting shares they represent. Each share shall carry the right to one vote. The Company shall have no voting rights for the shares it holds, and such portion of the shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting. The Board, independent directors and qualified shareholders may collect voting rights from shareholders. Pursuant to governing laws, regulations and listing rules at the location where the Company’s shares are listed, if any shareholder must abstain from voting on any resolution or is restricted to declaring only an affirmative vote or only a dissenting vote on any resolution, then any vote declared by the said shareholder (or proxy thereof) against the relevant provision or restriction shall not be counted in the total number of votes.
Proposed Revised Provisions
Shareholders (including proxies thereof) who vote at a general meeting shall exercise their voting rights in proportion to the amount of voting shares they represent. Each share shall carry the right to one vote.
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When the shareholders’ general meeting considers matters that could materially affect the interest of medium and small investors, the votes by medium and small investors shall be counted separately, and the results of such separate vote counting shall be disclosed promptly.
The Company shall have no voting rights for the shares it holds, and such portion of the shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.
The Board, independent directors, and shareholders who meet the relevant requirements may collect voting rights from other shareholders. Information including the specific voting intention shall be fully disclosed to the shareholders from whom voting rights are being collected. Consideration or de facto consideration for collecting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for collecting voting rights.
Pursuant to governing laws, regulations and listing rules at the location where the Company’s shares are listed, if any shareholder must abstain from voting on any resolution or is restricted to declaring only an affirmative vote or only a dissenting vote on any resolution, then any vote declared by the said shareholder (or proxy thereof) against the relevant provision or restriction shall not be counted.
Amendment No 3
Pursuant to the aforesaid amendment to the Articles of Association, the numbers of articles and the names of the Company in the Articles of Association and the annex thereof shall be adjusted accordingly.
GENERAL
A circular containing, among other things, details of the proposed amendments to the Articles together with a notice convening the EGM will be dispatched to the Shareholders in due course.
By Order of the Board of Directors China Shipping Development Company Limited Yao Qiaohong Company secretary
Shanghai, the People’s Republic of China 28 July 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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