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Dida Inc. — Proxy Solicitation & Information Statement 2013
May 13, 2013
50671_rns_2013-05-13_dbf8002b-dc05-440a-b956-65632a89c233.pdf
Proxy Solicitation & Information Statement
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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 all your shares in China Shipping Development Company Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
Hong Kong Exchanges 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)
VERY SUBSTANTIAL ACQUISITION IN RELATION TO CONSTRUCTION OF NEW VESSELS AND CONNECTED TRANSACTION IN RELATION TO PROVISION OF EXTERNAL GUARANTEE AND APPOINTMENT OF DIRECTORS AND
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 7 to 18 of this circular.
A notice convening the AGM of the Company to be held at 2:00 p.m. on Wednesday, 29 May 2013 at 3[rd] Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China had been published by the Company on 13 April 2013 and a supplemental AGM notice is set out on pages N-1 to N-5 of this circular.
Whether or not you are able to attend the above meeting, please complete and return the enclosed supplemental 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 17 M/F, 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 supplemental proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.
13 May 2013
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
6 |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
| APPENDIX I — FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . |
I-1 |
| APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
II-1 |
| APPENDIX III — BIOGRAPHY OF THE PROPOSED DIRECTORS . . . . . . . . . . . . . . |
III-1 |
| SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . | N-1 |
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“AGM” the annual general meeting of the Shareholders to be convened on Wednesday, 29 May 2013 by the Company to consider and, if thought fit, to approve, among other things, the Shipbuilding Agreements, External Guarantee and the appointment of Directors “Announcements” the announcements dated 26 April 2013 published by the Company in relation to, among other things, the External Guarantee and the appointment of Directors and the announcement dated 28 April 2013 published by the Company in relation to, among other things, the Shipbuilding Agreements “A Shares” PRC-listed Domestic Shares in the share capital of the Company, with a par value of RMB1.00 each, which are subscribed for and traded in RMB and listed on the Shanghai Stock Exchange “Aspiration LNG” China Energy Aspiration LNG Shipping Co., Limited (中能理 想液化天然氣運輸有限公司), a company incorporated in Hong Kong with limited liability and owned as to 20% by MOL and 80% by CESI
-
“associate” has the meaning ascribed thereto under the Listing Rules “Aurora LNG” China Energy Aurora LNG Shipping Co., Limited (中能曙光 液化天然氣運輸有限公司), a company incorporated in Hong Kong with limited liability and owned as to 20% by MOL and 80% by CESI
-
“Board” the board of Directors
-
“BP” British Petroleum p.l.c, a public limited company established in the United Kingdom
-
“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in Beijing, London, Hong Kong, Tokyo, Seoul and Singapore and (in relation to any date for payment of purchase of US Dollars) New York
-
“CESI” China Energy Shipping Investment Co., Ltd., a joint venture company incorporated in Hong Kong with limited liability and owned as to 51% by China Shipping LNG and 49% by Kantons International
— 1 —
DEFINITIONS
- “China Petroleum”
China Petroleum & Chemical Corporation, a company established in the PRC and listed on the Main Board of the Stock Exchange as well as in New York, London and Shanghai
“China Shipbuilding” China Shipbuilding Trading Company Limited, a limited liability company established under the laws of the PRC
-
“China Shipping” 中國海運(集團)總公司 (China Shipping (Group) Company)
-
“China Shipping LNG” China Shipping LNG Investment Company Limited, a limited liability company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company
-
“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, whose H Shares have been listed on the Main Board of the Stock Exchange since 1994 and whose A Shares have been listed on the Shanghai Stock Exchange since 2002
-
“connected person” has the meaning ascribed to it under the Listing Rules
-
“Cost Overrun” any sum payable in connection with a Project in excess of the total project cost in relation to that Project (which may include expenses relating to changes to be made to the LNG Carrier’s equipment as requested by the charterer)
-
“CSCL” China Shipping Container Lines Company Limited (中海集裝 箱運輸股份有限公司), a joint stock limited company established in the PRC, the H shares of which are listed on the Stock Exchange, and the A Shares of which are listed on the Shanghai Stock Exchange
-
“CSCL HK” China Shipping Container Lines (Hong Kong) Co., Ltd. (中海 集裝箱運輸(香港)有限公司), a limited company incorporated in Hong Kong, which is a wholly-owned subsidiary of CSCL
-
“CS Petroleum” China Shipping (Singapore) Petroleum Pte. Ltd. (中國海運(新 加坡)石油有限公司), a limited liability company established in Singapore, which is a 91% non-wholly-owned subsidiary of CSCL HK with the remaining shareholders being CSD HK (as to 5%) and China Shipping Regional Holdings Sdn Bhd. (中國海渾(東南亞)控股有限公司) (as to 4%)
-
“CSD HK” China Shipping Development (Hong Kong) Marine Co., Limited (中海發展(香港)航運有限公司), a wholly-owned subsidiary of the Company
— 2 —
DEFINITIONS
- “Directors”
the directors of the Company
-
“Domestic Shares” domestic shares of RMB1.00 each in the registered capital of the Company
-
“Equity Commitment Percentage” 40.8% in the case of the Company, 39.2% in the case of the Sinopec Kantons and 20% in the case of MOL
-
“External Guarantee”
-
the guarantee to be provided by CSD HK for CS Petroleum to obtain a credit facility in the amount of US$1,000,000 (equivalent to approximately HK$7,760,000) and US$1,500,000 (equivalent to approximately HK$11,640,000) from SHELL and BP, respectively, pursuant to the Guarantee Letters
-
“Facility Agreements” a suite of banking facility agreements dated 28 April 2013 entered into between (amongst others) the Purchasers as borrowers and certain commercial banks in connection with the construction of the LNG Carriers
-
“Glory LNG” China Energy Glory LNG Shipping Co., Limited (中能榮光液 化天然氣運輸有限公司), a company incorporated in Hong Kong with limited liability and is owned as to 20% owned by MOL and 80% by CESI
-
“Group” the Company and its existing subsidiaries
-
“Guarantee Letter(s)” the Guarantee Letters to be issued by CSD HK to SHELL and BP respectively in relation to the External Guarantee, which is expected to be issued once the External Guarantee has been approved by the Shareholders at the AGM
-
“H Shares” H shares of par value RMB1.00 each in the share capital of the Company, being overseas listed foreign invested shares
-
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
-
“Hong Kong” Hong Kong Special Administrative Region of the PRC
-
“Hope LNG” China Energy Hope LNG Shipping Co., Limited (中能希望液 化天然氣運輸有限公司), a company incorporated in Hong Kong with limited liability and owned as to 20% by MOL and 80% by CESI
“Hudong-Zhonghua”
-
Hudong-Zhonghua Shipbuilding (Group) Co., Ltd., a limited liability company established under the laws of the PRC
-
“Independent Third Party(ies)” third parties independent of the Group and which are not connected persons of the Group
— 3 —
DEFINITIONS
| “Kantons International” | Kantons International Investment Limited, a company |
|---|---|
| incorporated under the laws of the British Virgin Island and a | |
| wholly-owned subsidiary of Sinopec Kantons | |
| “Latest Practicable Date” | 9 May 2013, being the latest practicable date prior to the |
| printing of this circular for ascertaining certain information | |
| contained herein | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange | |
| “LNG” | liquefied natural gas |
| “LNG Carriers” | six 174,000 m3 liquefied natural gas carriers to be constructed |
| and sold by the Vendors and to be delivered to Aspiration | |
| LNG, Hope LNG, Aurora LNG, Pioneer LNG, Peace LNG and | |
| Glory LNG pursuant to the terms and conditions of the | |
| Shipbuilding Agreements | |
| “MOL” | Mitsui O.S.K Lines, Ltd., a company incorporated under the |
| laws of Japan, which owns 20% equity interest in each of the | |
| Purchasers | |
| “Peace LNG” | China Energy Peace LNG Shipping Co., Limited (中能和平液 |
| 化天然氣運輸有限公司), a company incorporated in Hong | |
| Kong with limited liability and owned as to 20% by MOL and | |
| 80% by CESI | |
| “Pioneer LNG” | China Energy Pioneer LNG Shipping Co., Limited (中能先鋒 |
| 液化天然氣運輸有限公司), a company incorporated in Hong | |
| Kong with limited liability and owned as to 20% by MOL and | |
| 80% by CESI | |
| “PRC” | the People’s Republic of China |
| “Projects” | the design, construction, financing, purchase and operation of |
| six LNG vessels by the Purchasers | |
| “Purchasers” | Aspiration LNG, Hope LNG, Aurora LNG, Pioneer LNG, |
| Peace LNG and Glory LNG, being the six companies |
|
| incorporated in Hong Kong for the purposes of entering into | |
| the Shipbuilding Agreements and each of which is owned as | |
| to 80% by CESI and 20% by MOL | |
| “RMB” | Renminbi Yuan, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the |
| Laws of Hong Kong |
— 4 —
DEFINITIONS
| “Shareholder(s)” | shareholder(s) of the Company |
|---|---|
| “Shareholder Funding” | the contribution by the shareholders of the Purchaser by way |
| of subordinated shareholders’ loans which shall in aggregate | |
| amount to a minimum of 20% (without taking into account the | |
| possible Cost Overrun) of the total project cost incurred in | |
| respect of each Project | |
| “SHELL” | Royal Dutch Shell p.l.c, a public limited company established |
| in the United Kingdom | |
| “Shipbuilding Agreements” | six shipbuilding contracts dated 28 April 2013 entered into |
| between each of Aspiration LNG, Hope LNG, Aurora LNG, | |
| Pioneer LNG, Peace LNG and Glory LNG (as purchasers) | |
| with Hudong-Zhonghua and China Shipbuilding (as vendors) | |
| in relation to the construction of a total of six LNG Carriers | |
| for each of the Purchasers | |
| “Singapore GAAP” | generally accepted accounting principles in Singapore |
| “Sinopec Kantons” | Sinopec Kantons Holdings Limited, a company incorporated |
| in Bermuda with limited liability and the issued shares of | |
| which are listed on the Stock Exchange | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary” | has the meaning ascribed thereto under the Listing Rules |
| “US$” or “US Dollars” | United States dollar, the lawful currency of the United States |
| of America | |
| “Vendors” | Hudong-Zhonghua and China Shipbuilding |
| “Vessel Sponsors” | the sponsors under the Vessel Sponsors’ Undertakings, |
| namely the Company, Sinopec Kantons and MOL | |
| “Vessel Sponsors’ Undertakings” | the 6 undertakings dated 28 April 2013 and entered into by the |
| Company, Sinopec Kantons and MOL as sponsors and |
|
| Sumitomo Mitsui Banking Corporation as security trustee and | |
| facility agent |
Note: Unless otherwise specified and for illustration purpose only, the conversion of US$ into HK$ is based on the exchange rate US$1.00 = HK$7.76 and the conversion of RMB into HK$ is based on the exchange rate HK$1.00 = RMB0.8142. Such conversion should not be construed as a representation that the currency could actually be converted to HK$ at that rate at all.
— 5 —
EXPECTED TIMETABLE
Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 13 May 2013
Latest time for lodging supplemental proxy forms
for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on Tuesday, 28 May 2013
Time and date of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on Wednesday, 29 May 2013
— 6 —
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: Li Shaode (Chairman) Xu Lirong Zhang Guofa Wang Daxiong Ding Nong Qiu Guoxuan
Independent Non-Executive Directors:
Zhu Yongguang Zhang Jun Lu Wenbin Wang Wusheng
Registered Office: Room A-1015, No. 188 Ye Sheng Road Yangshan Free Trade Port Area Shanghai The PRC
Principal place of business in Hong Kong: 20/F, Alexandra House 18 Chater Road Central, Hong Kong
13 May 2013
To the Shareholders
Dear Sir/Madam,
VERY SUBSTANTIAL ACQUISITION IN RELATION TO CONSTRUCTION OF NEW VESSELS AND
CONNECTED TRANSACTION IN RELATION TO PROVISION OF EXTERNAL GUARANTEE AND APPOINTMENT OF DIRECTORS
1. INTRODUCTION
Reference is made to the announcements of the Company dated 26 April 2013 in respect of the appointment of Directors and the Company entering into the External Guarantee and the announcement dated 28 April 2013 in respect of the Company entering into the Shipbuilding Agreements and the notice of AGM dated 13 April 2013 published by the Company.
— 7 —
LETTER FROM THE BOARD
The purpose of this circular is to provide the Shareholders with further information on the terms of the External Guarantee and Shipbuilding Agreements and the proposed Directors and to seek the approval of the Shareholders in the upcoming AGM with respect to, among other things, these agreements and proposals.
2. THE SHIPBUILDING AGREEMENTS
Background Information
As disclosed in the Announcements, on 28 April 2013, the Purchasers (each and indirectly-owned subsidiary of the Company) entered into the Shipbuilding Agreements with Hudong-Zhonghua and China Shipbuilding for the construction of six LNG Carriers with an anticipated total project cost of approximately US$1,510,000,000 (equivalent to approximately HK$11,717,600,000) which consist of the aggregate contract price of all six LNG Carriers being approximately US$1,260,000,000 (equivalent to approximately HK$9,777,600,000) and related financing costs under the Facility Agreements estimated to be approximately US$250,000,000 (equivalent to approximately HK$1,940,000,000) subject to possible Cost Overrun of up to US$126,000,000 (equivalent to approximately HK$977,760,000). The consideration has been determined by reference to the market price of LNG vessels ranging in sizes from 160,000m[3] to 175,000m[3] during the past 12 months.
Terms of the Shipbuilding Agreements
The price of the LNG Carriers will be payable in US Dollars. Relevant payments under each of the Shipbuilding Agreements will be payable in five instalments at various stages of the construction of the LNG Carriers, details of which are set out as follows:
-
(i) for the first instalment, to pay 20% of the price amounting to an aggregate of US$252,000,000 (equivalent to approximately HK$1,955,520,000) not more than 36 months before the delivery date of each of the LNG Carriers and within seven Business Days after the Purchasers receive (A) the duly executed relevant refund guarantee in respect of the Vendors’ payment obligations under the Shipbuilding Agreements and (B) delivery of the relevant invoice and seller notice;
-
(ii) for the second, third and fourth instalment, to pay 20% of the price amounting to an aggregate of US$756,000,000 (equivalent to approximately HK$5,866,560,000) within 15 Business Days after the Purchasers receive the relevant invoice and interim stage certificate in respect of the shipbuilding progress issued by the Vendors; and
-
(iii) for the final instalment, to pay the remaining 20% of the price amounting to an aggregate of US$252,000,000 (equivalent to approximately HK$1,955,520,000) upon the Purchasers’ acceptance of physical delivery of the LNG Carriers.
The expected delivery dates for the LNG Carriers are on or before April 2016, July 2016, November 2016, March 2017, July 2017 and November 2017 respectively.
— 8 —
LETTER FROM THE BOARD
The delivery dates of the respective vessels may be delayed but no penalty will be charged to the Vendors if such delay does not exceed 30 days from the corresponding delivery dates above (or as may be mutually agreed by parties from time to time). Any delay in excess of the 30 day grace period shall be subject to a daily fine.
The price of the LNG Carriers may also be adjusted downwards if its performance (such as speed, fuel consumption rate, cargo capacity, boil-off, dead-weight) exceeds or falls below certain agreed criteria (as the case may be). However, should the relevant performance exceeds or falls below certain agreed benchmark, the Purchasers have the right to refuse delivery of the LNG Carriers and accept a refund of the instalments paid with interest (at the rate of 7% per annum) from the Vendors.
The terms of the Shipbuilding Agreements (including the aggregate contract price of all six LNG Carriers being approximately US$1,260,000,000 (equivalent to approximately HK$9,777,600,000)) are identical in all material respects save for the vessel delivery dates.
Financing Terms
The construction of the six LNG Carriers will be funded as to approximately 20% (that is, US$302,000,000 (equivalent to approximately HK$2,343,520,000)) of the total project cost by way of Shareholder Funding, and 80% (that is, US$1,208,000,000 (equivalent to approximately HK$9,374,080,000)) by long term limited recourse debt facilities by a syndicate of banks (The Export-Import Bank of China, Industrial and Commercial Bank of China Limited, Bank of China Limited, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, LTD. and Mizuho Corporate Bank, LTD.) of up to US$1,208,000,000 (equivalent to approximately HK$9,374,080,000) pursuant to the Facility Agreements (as supported by the Vessel Sponsors’ Undertakings). To the extent there is Cost Overrun to be incurred, such will be settled by the parties through shareholders’ loan pursuant to their respective Equity Commitment Percentages representing their pro-rata attributable shareholding interests in the Purchaser. Further details of the Facility Agreements, Vessel Sponsors’ Undertakings and shareholders’ loan are set out in the sections “Facility Agreements” and “Shareholders’ Loan Agreements” below.
The financing by way of bank borrowings is expected to increase the Group’s level of borrowings. Taking into account the Group’s capital and Shareholders’ base, the Group considers that the above proportion of bank borrowing is an appropriate means of financing for the construction of the LNG Carriers. The Directors believe that in light of the Group’s fleet expansion plan, it is fair and reasonable and in the interest of the Company and the Shareholders as a whole to finance the transaction with such bank borrowings.
The Facility Agreement is conditional on the Vessel Sponsors having executed the Vessel Sponsors’ Undertakings (which is carried out through the shareholders’ loan agreements at the level of CESI and the Purchasers referred to below and which represents the Shareholder Funding for the 20% construction cost of the six LNG Carriers described above). Save for the above, the Shipbuilding Agreements, Facility Agreements and Vessel Sponsors’ Undertakings are not otherwise inter-conditional to each other.
— 9 —
LETTER FROM THE BOARD
Facility Agreements
On 28 April 2013, each of the Purchasers entered into the Facility Agreements pursuant to which certain international banks and commercial banks which are Independent Third Parties agreed to make loans available to each of the Purchasers for the purposes of financing each of the Projects.
Pursuant to the Facility Agreements, a loan in the aggregate amount of US$1,208,000,000 (equivalent to approximately HK$9,374,080,000) may be drawn down for the purpose of financing the Projects at the interest rate to be determined by the banks at the time of each interest payment date based on the 3 month LIBOR rate. Such loan will be repayable 15 years from the date of delivery of the relevant vessel.
As a condition precedent to the Facility Agreements, the Vessel Sponsors are required to severally execute and deliver a Vessel Sponsors’ Undertaking in favour of the Security Trustee and the Facility Agent in respect of each construction of the LNG Carriers.
Principal terms of the Vessel Sponsors’ Undertakings are summarized below.
Date
28 April 2013 Parties Vessel Sponsors: (a) the Company; (b) Sinopec Kantons; and (c) MOL Security Trustee: Sumitomo Mitsui Banking Corporation, as agent and trustee for the finance parties named in the Facility Agreements, each of which is an Independent Third Party Facility Agent: Sumitomo Mitsui Banking Corporation, as agent and trustee for the finance parties named in the Facility Agreements, each of which is an Independent Third Party
Principal Terms
Pursuant to the Vessel Sponsors’ Undertaking, each of the Vessel Sponsors shall unconditionally undertake to the Security Trustee to provide such proportion of the relevant Shareholder Funding and Cost Overrun to the Purchaser in each case as is equal to its Equity Commitment Percentage. As such, the Company’s aggregate financial commitment under the Vessel Sponsors’ Undertaking for the construction of all six LNG Carriers is (i) US$123,216,000 (equivalent to approximately HK$956,156,160), being 20% of the Project cost of US$1,510,000,000 (equivalent to approximately HK$11,717,600,000) (exclusive of Cost Overrun) multiplied by 40.8% (being its attributable interest in each of the Purchasers) and (ii) approximately US$51,408,000 (equivalent to approximately
— 10 —
LETTER FROM THE BOARD
HK$398,926,080), being 10% of the LNG Carriers’ total contract price of approximately US$1.26 billion (equivalent to approximately HK$9,777,600,000), multiplied by 40.8%, in respect of its portion of the expected total Cost Overrun calculated based on 10% of the contract price of the six LNG Carriers.
The above payments to be made by each Vessel Sponsor shall be made to the Purchasers by way of instalments. Each instalment shall be contributed no later than the date of, and as a condition precedent to, the making of any advance under any of the Facility Agreements.
The total commitment of the Company to provide or procure the provision of the Shareholder Funding under the Vessel Sponsors’ Undertakings in respect of the Shipbuilding Agreements shall be limited to the above US$123,216,000 (equivalent to approximately HK$956,156,160) but subject to Cost Overrun referred to below.
Save for the Vessel Sponsors’ Undertakings above, the loan under the Facility Agreements is otherwise unsecured.
Cost Overrun Support
Each Vessel Sponsor agrees that, in the event a Cost Overrun has occurred or will imminently occur and upon service on it by a Purchaser or a facility agent of a vessel sponsor contribution notice, each Vessel Sponsor shall pay or shall procure that the shareholders of the Purchaser pays to the Purchaser by way of a shareholders’ loan the amount specified in the relevant vessel sponsor contribution notice, provided that the total amount to be paid by each Vessel Sponsor in respect of each Project shall not exceed its Equity Commitment Percentage (that is, pro rata to their attributable shareholding interest in the Purchasers) of an amount equal to 10% of the contract price of the vessel payable under the Shipbuilding Agreement in relation to the relevant Project.
Taking into account the contract price of the six LNG Carriers and the financing cost under the Facility Agreements, the expected maximum financial commitment of the Group pursuant to the Shipbuilding Agreements is US$1,510,000,000 (equivalent to approximately HK$11,717,600,000) subject to Cost Overrun. To the extent Cost Overrun is in excess of 10% of the contract price of the vessels, it is the intention of the Group to renegotiate the Shipbuilding Agreements with the Vendors. Based on current circumstances, the Board does not expect the Cost Overrun to be incurred (if any) would exceed 10% of the contract price of the vessels.
Shareholders’ Loan Agreements
In order to carry out the Shareholders’ Funding contemplated under the Vessel Sponsors’ Undertakings, on 28 April 2013, Kantons International, China Shipping LNG and CESI entered into a shareholders’ loan agreement, pursuant to which Kantons International and China Shipping LNG agreed to provide to CESI the Shareholder Funding in the aggregate amount of up to approximately US$241,600,000 (equivalent to approximately HK$1,874,816,000) in proportion to their respective shareholdings in CESI, subject to Cost Overrun. Such loan will be provided as to 49% or
— 11 —
LETTER FROM THE BOARD
approximately US$118,384,000 (equivalent to approximately HK$918,659,840) by Kantons International and as to 51% or approximately US$123,216,000 (equivalent to approximately HK$956,156,160) by China Shipping LNG. These shareholder loan amounts do not take into account possible Cost Overrun which may be incurred under the Shipbuilding Agreements.
On 28 April 2013, each of the Purchasers separately entered into the shareholders’ loan agreement with CESI and MOL, pursuant to which CESI and MOL agreed to provide to each of the Purchasers up to approximately US$51,408,000 (equivalent to approximately HK$398,926,080) in proportion to their respective shareholdings in the Purchasers, subject to Cost Overrun. Each such loan will be provided as to 80% or approximately US$41,126,400 (equivalent to approximately HK$319,140,864) by CESI and as to 20% or approximately US$10,281,600 (equivalent to approximately HK$79,785,216) by MOL to each of the Purchasers respectively. These shareholder loan amounts do not take into account possible Cost Overrun which may be incurred under the Shipbuilding Agreements.
The interest chargeable pursuant to the above shareholders’ loans shall be the same as that charged under the Facility Agreements.
To the extent Cost Overrun occurs, the amount of Cost Overrun shall be settled through proportional commitments from the shareholders referred to above, further details of which are set out in the section “Facility Agreements” above.
Information of the Parties
The business scope of the Group mainly involves coastal, ocean and Yangtze River cargo transportation, chartering, cargo agency and cargo transportation agency.
China Shipping LNG, a wholly-owned subsidiary of the Company, is an investment holding company.
CESI, which is held as to 51% by China Shipping LNG and 49% by Kantons International, is engaged in investment and management of LNG vessels.
Sinopec Kantons is a company whose shares are listed on the Stock Exchange. The principal activities of Sinopec Kantons and its subsidiaries are the trading of crude oil and oil products, the operation of crude oil terminals and their ancillary facilities, provision of logistic services including the storage, logistic, terminal services and the distribution of oil and oil products and the international logistic agency services. Sinopec Kantons holds 100% equity interests of Kantons International.
Kantons International is a wholly-owned subsidiary of Sinopec Kantons and holds 49% equity interests in CESI which in turn holds 80% of each of the Purchasers. Kantons International is principally engaged in the trading of crude oil and oil products, the operation of crude oil terminals and their ancillary facilities, provision of logistic services including the storage, logistic, terminal services and the distribution of oil and oil products and the international logistic agency services.
— 12 —
LETTER FROM THE BOARD
MOL holds 20% of each of the Purchasers and 70% of each of Capricorn LNG Shipping Limited, Gemini LNG Shipping Limited, Aries LNG Shipping Limited and Aquarius LNG Shipping Limited (each of which is owned as to 30% by East China LNG Shipping Investment Co. Ltd. or North China LNG Shipping Investment Co. Ltd, both being non wholly-owned subsidiaries of the Company). MOL is principally engaged in marine shipping and logistics services.
China Shipbuilding, as one of the Vendors, is principally engaged as a broker of sales and purchases of vessels.
Hudong-Zhonghua, as one of the Vendors, is principally engaged in the business of shipbuilding and ship repairing.
Each of the Purchasers, namely Aspiration LNG, Hope LNG, Aurora LNG, Pioneer LNG, Peace LNG and Glory LNG, are investment holding companies owned as to 80% by CESI and 20% by MOL, all formed for the sole purpose of owning the LNG Carriers to be constructed under the Shipbuilding Agreements.
Reasons for Entering into the Shipbuilding Agreements
Since the acquisition of 100% China Shipping Group Liquefied Gas Investment Company Limited in 2009, the Company has been developing their LNG shipping capability in order to establish their own fleet of LNG carriers. The Board is of the view that as a result of the general oversupply of shipping capacity in the market, the price for building and acquiring vessels became relatively commercially reasonable. As the Group expects there to be substantive demand for LNG carriers for the transportation of LNG going forward, the current market conditions presents a good opportunity for the Group to acquire LNG carriers at a reasonable price. Such acquisition is consistent with the Group’s long term fleet expansion plans. Further, the Board believes the acquisition of the LNG Carriers pursuant to the Shipbuilding Agreements would further expand the Group’s existing logistic business and enhance the Group’s profitability through sharing profit from the transportation link in the LNG business chain. Such project will generate steady rental income and is expected to bring in better investment return as the completed LNG Carriers will be chartered to China Petroleum for the transportation of LNG.
The Company’s entering into the Shipbuilding Agreements, Vessel Sponsors’ Undertaking and the Facility Agreements is expected to increase the level of borrowings and related finance costs of the Group. However, the settlement of the amounts payable under the Shipbuilding Agreements shall be settled by way of instalments over the course of 4 years based on current schedule of delivery of the LNG Carriers. Further, in respect of the Facility Agreement, the Purchasers have up to 15 years from the delivery date of the relevant LNG Carrier to repay the loan. The above mentioned payment arrangement of the Group are therefore expected to be settled on a progressive basis resulting in a significant reduction of their impact on the Group’s financial position as compared to a one-off, short term repayment obligation.
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LETTER FROM THE BOARD
The Shipbuilding Agreements, Vessel Sponsors’ Undertaking and the Facility Agreements will increase the Company’s cash outflow on a progressive basis but in light of the Group’s fleet expansion plan and the expected schedule of cash outflow, the Board is of the view that it is appropriate to take out such borrowings in order to allow for retention of more working capital for use by the Group.
In any event, upon delivery of the LNG Carriers, the chartering of the LNG Carriers by the Group would contribute to the operating revenue (and hence cash inflow) of the Group in the long run.
The Directors, including the independent non-executive Directors, are of the opinion that the terms of the Shipbuilding Agreements and the Vessel Sponsors’ Undertakings are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
Implications under the Listing Rules
Each of Aspiration LNG, Hope LNG, Aurora LNG, Pioneer LNG, Peace LNG and Glory LNG, is owned as to 80% by CESI and 20% by MOL respectively. CESI is a joint venture company owned as to 49% by Kantons International and 51% by China Shipping LNG which in turn is a wholly-owned subsidiary of the Company.
Each of Sinopec Kantons, Kantons International and MOL are substantial shareholders of CESI and the Purchasers respectively (which are subsidiaries of the Company). As such, Sinopec, Kantons, Kantons International and MOL are connected persons of the Company. As the financial assistance under the Vessel Sponsors’ Undertaking provided by Sinopec Kantons and MOL are on normal commercial terms (or better to the Group) and no security over the assets of the Group will be granted in respect of such financial assistance, the Vessel Sponsors’ Undertaking from the Vessel Sponsors (other than the Company) are connected transactions exempt from reporting, announcement and independent shareholders’ approval requirement under rule 14A.65(4) of the Listing Rules.
To the best of the Directors’ knowledge, information and belief having made a reasonable enquiries, the Vendors and their ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules).
As the relevant applicable percentage ratios of the Shipbuilding Agreements and the Vessel Sponsors’ Undertakings under Chapter 14 of the Listing Rules are in aggregate more than 100%, the transactions contemplated under the Shipbuilding Agreements and the Vessel Sponsors’ Undertakings constitute a very substantial acquisition for the Company under the Listing Rules and is subject to approval by the Shareholders at the AGM.
China Shipping, the controlling Shareholder of the Company, does not have and, as far as the Directors are aware having made all reasonable enquiries, no other Shareholder has a material interest in the Shipbuilding Agreements and the Vessel Sponsors’ Undertakings. As such, no Shareholder will be required under the Listing Rules to abstain from voting on the Shipbuilding Agreements and the Vessel Sponsors’ Undertakings at the AGM.
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LETTER FROM THE BOARD
3. PROVISION OF EXTERNAL GUARANTEE
Reference is made to the Company’s announcement dated 26 April 2013 where the Board announced that CSD HK, a wholly-owned subsidiary of the Company, will issue Guarantee Letters to SHELL and BP respectively whereby CSD HK will provide a guarantee for CS Petroleum, an indirect non-wholly owned subsidiary of China Shipping, to obtain a credit facility from SHELL and BP respectively. The aggregate financial commitment of CSD HK under the Guarantee Letters is expected to be US$2,500,000 (equivalent to approximately HK$19,400,000) and to be issued by CSD HK once the External Guarantee has been approved by the Shareholders at the AGM. The aggregate credit facility being sought from SHELL and BP amounts to US$50,000,000 (equivalent to approximately HK$388,000,000).
Summary of the Guarantee
Pursuant to the resolution passed at the 6th meeting of the Board, with a view to supporting the development of CS Petroleum, the Board approved the provision of a guarantee through CSD HK in order for CS Petroleum to secure credit facility in the aggregate amount of US$50,000,000 (equivalent to approximately HK$388,000,000) from major fuel suppliers. The total financial commitment by CSD HK under such guarantee is US$2,500,000 (equivalent to approximately HK$19,400,000), representing 5% of the total credit facility amount.
The effectiveness of this guarantee shall be subject to the approval by the Shareholders at the AGM and other shareholders of CS Petroleum providing similar guarantees.
Information on CS Petroleum
CS Petroleum, is a company owned as to 5% by CSD HK, which in turn is a wholly-owned subsidiary of the Company. The balance of the equity interests in CS Petroleum are held as to 91% by CSCL HK and 4% by China Shipping Regional Holdings Sdn Bhd. (中國海運(東南亞)控股有限公 司), respectively.
The principal business of CS Petroleum is international fuel supply and trading, and its registered capital amounts to US$5,000,000 (equivalent to approximately HK$38,800,000) as at the Latest Practicable Date.
As at 31 December 2012, CS Petroleum’s total assets were approximately US$88,210,000 (equivalent to approximately HK$684,509,600), net assets were approximately US$4,770,000 (equivalent to approximately HK$37,015,200), total current liabilities were approximately US$83,440,000 (equivalent to approximately HK$647,494,400) and total liabilities were approximately US$83,440,000 (equivalent to approximately HK$647,494,400). The operating revenue achieved by CS Petroleum for the year ended 31 December 2012 was approximately US$230,000 (equivalent to approximately HK$1,784,800), whilst net loss was US$230,000 (equivalent to HK$1,784,800). These figures have been audited under Singapore GAAP.
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LETTER FROM THE BOARD
As at 28 February 2013, CS Petroleum’s total assets were approximately US$100,700,000 (equivalent to approximately HK$781,432,000), net assets were approximately US$4,850,000 (equivalent to approximately HK$37,636,000), total current liabilities were approximately US$95,850,000 (equivalent to approximately HK$743,796,000) and total liabilities were approximately US$95,850,000 (equivalent to approximately HK$743,796,000). From January to February 2013, the operating revenue achieved by CS Petroleum was approximately US$270,000 (equivalent to approximately HK$2,095,200) and net profit was approximately US$70,000 (equivalent to approximately HK$543,200). These figures are unaudited and are based on the most recent management accounts of CS Petroleum available to the Company.
Reasons for the Guarantee
CS Petroleum plans to cooperate with major fuel companies to establish for itself a centralized fuel procurement platform. In doing so, CS Petroleum would require credit support from fuel companies and as CS Petroleum is a newly incorporated company, grant of credit facilities from major fuel companies will require guarantees provided by shareholders of CS Petroleum.
The Board is of the view that the External Guarantee will facilitate CS Petroleum to centralize its fuel procurement and contribute towards stable development of its business. Having considered CS Petroleum’s good credit standings, its main client being China Shipping and prospects for it as a whole to generate more revenue, the provision of the External Guarantee will have no material adverse impact on the Company and will be in the interests of the Company and its shareholders as a whole. As such, the Board approved CSD HK to provide the External Guarantee.
The Accumulated Amount of External Guarantees and the Amount of Overdue Guarantees
As at the Latest Practicable Date, the accumulated amount of external guarantees provided by the Group was approximately US$8,200,000 (equivalent to approximately HK$63,632,000, excluding the External Guarantee. Such accumulated guarantees (excluding the External Guarantee) represent approximately 0.23% of the Company’s net consolidated assets as at 31 December 2012 (being the latest published audited financial statements of the Company). As at the Latest Practicable Date, there is no accumulated amount of the Company’s guarantees provided for the benefit of its subsidiaries. As at the Latest Practicable Date, there is no amount of overdue guarantees.
Implications under the Listing Rules
CS Petroleum is an indirect non-wholly owned subsidiary of China Shipping, the controlling shareholder of the Company and therefore CS Petroleum is a connected person of the Company. Accordingly, the External Guarantee constitutes a connected transaction of the Company. As the External Guarantee provided to CS Petroleum is on normal commercial terms, in proportion to the Company’s equity interest in CS Petroleum and on a several basis, the External Guarantee is exempted from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.65(3) of the Listing Rules. Nevertheless, the Company is required by the applicable PRC rules
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LETTER FROM THE BOARD
and regulations to issue an announcement to disclose the External Guarantee and the External Guarantee is subject to the approval of the Shareholders at the AGM and as such, the Company sets out above details of the External Guarantee for the information of potential investors and Shareholders.
The following Directors, Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong and Mr. Ding Nong, being the senior management of China Shipping, have a material interest in the External Guarantee, and have abstained from voting on the relevant Board resolutions.
The controlling Shareholder of the Company, China Shipping has a material interest in the External Guarantee and will therefore abstain from voting on the External Guarantee at the AGM. To the best of the Directors’ knowledge and belief having made all reasonable enquiries, no other Shareholders will need to abstain from voting at the AGM for approving the External Guarantee.
4. APPOINTMENT OF DIRECTORS
Reference is made to the Company’s announcement dated 26 April 2013 where the Board announced its proposal to appoint Ms. Su Min (“ Ms. Su ”) and Mr. Huang Xiaowen (“ Mr. Huang ”) as executive Directors and Mr. Lin Junlai (“ Mr. Lin ”) as an independent non-executive Director subject to the Shareholders’ approval at the AGM. Ms. Su, Mr. Huang and Mr. Lin’s appointments will take effect immediately after obtaining the Shareholders’ approval at the AGM. Details of Ms. Su, Mr. Huang and Mr. Lin are set out in appendix III to this circular.
5. AGM
Under the Listing Rules, Company Law of the PRC and the Company’s Articles, the Shipbuilding Agreements, the External Guarantee and the proposed appointment of the Directors are subject to the approval of the Shareholders. It is proposed that resolutions for, amongst other things, the approval of the Shipbuilding Agreements, External Guarantee and appointment of Directors will be put to the Shareholders for their consideration at the AGM. The AGM will be held at 2:00 p.m. on Wednesday, 29 May 2013 at 3[rd] Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China. A supplemental notice of the AGM is set out on pages N-1 to N-5 of this circular.
A supplemental proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed supplemental proxy form (for use at the AGM) 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, 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 AGM (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 AGM or at any adjourned meeting should you so wish.
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LETTER FROM THE BOARD
6. CLOSURE OF H SHARE REGISTER OF MEMBERS OF THE COMPANY
The H Share register of the Company was closed from Monday, 29 April 2013 and will be closed until Wednesday, 29 May 2013 (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 at the close of business on Wednesday, 29 May 2013 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting.
7. RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the terms of the transactions pursuant to the Shipbuilding Agreements and the External Guarantee to be fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the relevant resolutions set out in the supplemental notice of AGM and the resolutions on the appointment of the new Directors.
Yours faithfully, China Shipping Development Company Limited Li Shaode Chairman
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FINANCIAL INFORMATION OF THE GROUP
APPENDIX I
A. FINANCIAL INFORMATION OF THE GROUP
The Company is required to set out in this circular the information for the last three financial years with respect to the Group’s profits and losses, financial record and position (set out as a comparative table), and the latest published audited balance sheet together with the notes to the annual accounts for the latest financial year.
The audited consolidated financial statements of the Group together with the relevant notes for each of the three years ended 31 December 2010, 2011 and 2012 have been set out in the annual reports of the Company for the years ended 31 December 2010, 2011 and 2012 dated 16 March 2011, 15 March 2012 and 19 March 2013, respectively, which are published on the websites of the Company (http://www.cnshippingdev.com) and the Stock Exchange (http://www.hkex.com.hk).
B. WORKING CAPITAL
Taking into account the financial resources available to the Group, including internally generated funds and the available banking facilities, the Directors of the Company are of the opinion that the Group has sufficient working capital for its requirement for at least 12 months from the date of this circular.
C. STATEMENT OF INDEBTEDNESS
Borrowings
As at the close of business on 31 March 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding borrowings of approximately RMB30,939 million, comprising (i) unsecured interest-bearing convertible bonds with carrying value and principal amount of approximately RMB3,313 million and RMB3,950 million respectively, (ii) unsecured interest-bearing corporate bonds with carrying value and principal amount of approximately RMB4,963 million and approximately RMB5,000 million respectively, (iii) other unsecured interest-bearing loans of approximately RMB549 million, (iv) interest-bearing bank and other borrowings of approximately RMB9,485 million secured by mortgages on the Group’s 6 vessels under construction and 30 vessels with an aggregate carrying value of approximately RMB16,555 million, and (v) unsecured notes, interest-bearing bank and other borrowings of approximately RMB12,629 million, of which the notes payable were having carrying value and principal amount of approximately RMB2,998 million and RMB3,000 million respectively.
As at 31 March 2013, the capital commitment of the Group for construction and purchases of vessels and equity investment amounted to approximately RMB5,907 million and RMB735 million respectively; pursuant to the operating lease agreements in respect of certain of its vessels and buildings, the minimum lease payments payable by the Group are approximately RMB3,789 million.
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FINANCIAL INFORMATION OF THE GROUP
APPENDIX I
Disclaimer
Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables, the Group did not have outstanding at the close of business on 31 March 2013, any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.
D. TREND OF THE BUSINESS AND THE FINANCIAL AND TRADING PROSPECTS OF THE GROUP
(1) Competitive landscape and development trend in the industry
In 2013, the international economic condition is expected to remain complicated. The world economy has turned from rapid development before the outbreak of the economic crisis to slow recovery in the post-crisis stage, and therefore the growth of global trade also slows down. Although the global shipowners have reduced new orders and accelerated the pace of ship scrapping, the problem of excessive supply of shipping capacity in the world still exists in 2013. Therefore, it is expected that the shipping market will remain in difficult times in 2013, and the operating environment will be more complex and volatile, with the co-existence of challenges and opportunities.
(2) Development strategies of the Company
Under the current market conditions, the Group will continue to focus on progress while maintaining stability in 2013. On the basis of increased cooperation with large customers, the Group will adapt to the large vessels and low carbon development trends to make scientific and reasonable adjustment to the fleet structure so as to improve core competitiveness. The Company currently has 50 old vessels of over 20 years of age with capacity of approximately 1,900,000 deadweight tonnes. The Company will further optimise its fleet structure step-by-step by timely disposing old vessels with high fuel consumption, small tonnage and low market competitiveness.
As the current oversupply condition of the shipping market is yet to improve, the Company will also be under relatively greater pressure to deliver new vessels. To this end, the Company will actively negotiate with shipyards to delay the construction and delivery schedule of part of the new vessels (other than the LNG Carriers) while lowering depreciation charges and finance costs. Meanwhile, the Company will further enhance digitised and streamlined management, strengthen risk management capacity and various cost controls to continuously improve the overall strength of the Group.
In 2013, the Company will continue to promote its LNG business. On the basis of participation in the project of MOL’s four LNG vessels and leveraging on the long-term cooperative relationships of the Company with Petrochina and Sinopec, the Company will actively explore new LNG transportation projects and commence establishment of its own LNG fleet.
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FINANCIAL INFORMATION OF THE GROUP
APPENDIX I
(3) Operational plans
31 new vessels of the Group with a total tonnage of 2,776,000 deadweight tonnes are scheduled to be delivered for use in 2013, including 6 tankers of 642,000 deadweight tonnes and 25 bulk vessels of 2,134,000 deadweight tonnes. As a result, the total shipping capacity of the Group which could be used in the its operations in 2013 is expected to be approximately 16.60 million deadweight tonnes, representing an increase of 16.5% as compared with that of the same period in 2012.
As of 19 March 2013, the Group had signed contracts of affreightment in respect of dry bulk cargo transportation for 2013 (“ COA Contracts ”) with the contract volume of approximately 36 million tonnes and additional COA Contracts with the cargo volume of approximately 24 million tones are under negotiation.
Based on the market conditions of the domestic and overseas shipping industry in 2013, and taking into account of the delivery of new vessels, the Group’s major operating plans are as follows: shipping volume of approximately 430.4 billion tonne nautical miles, an increase of approximately 10.5% as compared with 2012; estimated turnover of approximately RMB12.94 billion, an increase of approximately 17.1% as compared with 2012; operating costs of approximately RMB11.88 billion, an increase of approximately 5.6% as compared with 2012.
(4) Work initiatives of the Company
To cope with the current market situation, in 2013, the Group will:
- (A) enhance marketing efforts, deepen the cooperation with major customers and strengthen customer management and customer services. In the face of tough market condition in 2013, the Company will continue to adhere to the strategy of “major clients and great co-operation”, carry out systematic coordination and communication with major clients at all levels, and enhance the executive ability on the management of major clients. Meanwhile, the Company will increase its efforts on the development of customer base, so as to integrate small and medium-sized customers into major client to facilitate management, nurture its potential customers and short-term customers to establish a fixed long-term relationship with the Company;
The tanker companies under the Group will focus on promoting the cooperation projects with large domestic oil companies to increase presence in the offshore oil incremental market and enhance its coastal market share. China Shipping Dry Bulk will strengthen the profitability of the associated companies, improve its communication with the senior management of all partners, and maintain the results of joint venture partnerships. It will also make good use of the unified platform for bulk business, enhance the share of offshore shipping business, improve the supply structure and increase the shipping volumes of grain and fertiliser;
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APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
-
(B) strengthen its cost management to control cost indicators. In 2013, the Group will continue to foster the awareness of resource conservation, and make great efforts to implement various measures to save energy and reduce discharge. It will cut down the expenses and expenditures, and strengthen its control on fuel costs, management fees and ship and onshore staff costs, as well as further strengthen and improve the financial management system, in order to provide an institutional guarantee for cost controls;
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(C) attach importance to personnel cultivation, adhere to promoting the Group’s development on the basis of its talents, and establish human resources management strategy to ensure the availability of talents for the sustainable development of the Company. Firstly, it will strengthen the cultivation on operational personnel to create an excellent marketing team. Secondly, it will enhance the training on its management in respect of specialised skills to maximise their full potential. Thirdly, it will set up a crew team with high quality to ensure the safety and security of vessels and improve the service quality for its customers;
-
(D) expand its financing sources to secure development funds for the Company. According to the Group’s new vessels delivery plans, the capital expenditure of the Group from 2013 to 2014 is approximately RMB6.08 billion and RMB1.68 billion respectively. Meanwhile, the associated and joint venture companies of the Group have a strong demand for capital increases. In this connection, the Company will further strengthen cooperation with banks to maintain smooth financing channels; and
-
(E) continue to strengthen security and stability. The Group will implement various safety measures based on the quality and safety management system. The Group will work hard to avoid possibilities of ship collision, carry out anti-piracy, fire prevention and anti-pollution measures to achieve the safety targets without PSC detention or material FSC safety defects throughout the year.
Effect of the Shipping Agreements on the earnings and asset and liabilities of the Group
In respect of the Shipbuilding Agreements, they will not have any significant immediate effect on the earnings and assets of the Group. Their impact on the Group’s assets and earnings will be reflected progressively upon the respective LNG Carriers’ delivery on or before April 2016, July 2016, November 2016, March 2017, July 2017 and November 2017 respectively. As for their impact on the liabilities of the Group, these will take effect progressively as and when the Purchasers make their respective instalment payments towards the purchase price of each LNG Carriers, further details of which are set out in the section headed “The Ship Building Agreements — Terms of the Shipbuilding Agreements” of this circular.
— I-4 —
GENERAL INFORMATION
APPENDIX II
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
2. DISCLOSURE OF INTERESTS
Directors’ Interests and Short Positions
As at the Latest Practicable Date, none of the Directors and chief executives and supervisors, nor their associates, had any interest and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 and the Stock Exchange under the provisions of Divisions 7 and 8 of Part XV of the SFO or pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as set out in appendix 10 of the Listing Rules to be notified to the Company and the Stock Exchange or which are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein.
The following Directors are director or employees of China Shipping, the controlling Shareholder holding 1,578,500,000 A Shares representing approximately 46.36% of the total number of issued Shares. Mr. Li Shaode is the Chairman of the board of China Shipping and the secretary of the party committee of China Shipping, Mr. Xu Lirong is a director and president of China Shipping. Mr. Wang Daxiong, Mr. Zhang Guofa and Mr. Ding Nong are vice presidents of China Shipping and members of the party committee of China Shipping.
Directors’ Interest in Any Asset Acquired, Disposed or Leased
None of the Directors or supervisors has had any material interest, direct or indirect, in any asset which, since 31 December 2012, being the date to which the latest audited consolidated financial statements of the Group have been made up, had been acquired or disposed of by or leased to any member of the Group or was proposed to be acquired or disposed of by or leased to any member of the Group.
Directors’ Service Contracts
As at the Latest Practicable Date, none of the Directors had entered into, or proposed to enter into, any service contracts with the Company or any member of the Group which is not determinable by the employer within one year without payment of compensation other than statutory compensation.
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GENERAL INFORMATION
APPENDIX II
Directors’ Interest in Contracts
No contracts or arrangement of significance to which the Company, any of its holding companies, fellow subsidiaries or subsidiaries was a party and in which a Director or supervisor had a material interest and which is significant to the Group’s business, whether directly or indirectly, subsisted at the date of this circular. None of the Directors or their respective associates has any competing interest (as would be required to be disclosed to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder of the Company for the purpose of the Listing Rules).
3. MATERIAL ADVERSE CHANGE
The demand for both domestic and international shipping market remained low since the beginning of 2012 and the Group expects it to continue to remain low for 2013. Given the oversupply of shipping capacity, the ongoing decrease of freight rates for such transportation and the increasing oil price, the Group has recorded a loss in its consolidated net profits for the first quarter ended 31 March 2012, six months ended 30 June 2012, and the third quarter ended 30 September 2012. For the full year of 2012, the Group’s net profit attributable to owners of the Company was approximately RMB74 million, representing a decrease of approximately 93.1% as compared to the full year 2011. For the three months ended 31 March 2013, the Group incurred a consolidated net loss attributable to shareholders of the Company in the amount of approximately RMB484,184,000. Further details of such material adverse changes are set out in the announcements of the Company dated 10 April 2012 and 18 July 2012, the first quarterly results of the Company for the three months ended 31 March 2012 dated 26 April 2012, the interim results of the Company for the six months ended 30 June 2012 dated 21 August 2012, the third quarterly results for the Company for the three months ended 30 September 2012 dated 30 October 2012, the annual results for the Company for the year ended 31 December 2012 dated 19 March 2013 and the first quarterly results of the Company for the three months ended 31 March 2013 dated 26 April 2013.
As at the Latest Practicable Date, save as disclosed above, the Directors are not aware of any material adverse change in the financial position or trading prospects of the Group since 31 December 2012, being the date to which the latest audited financial statements of the Group were made up.
4. MATERIAL LITIGATION
As at the Latest Practicable Date, no litigation or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.
5. MATERIAL CONTRACTS
As at the Latest Practicable Date, the following contract (not being a contract entered into in the ordinary course of business) was entered into by members of the Group within the two years immediately preceding the Latest Practicable Date and is, or may be, material:
- a. a capital increase agreement dated 27 May 2011, entered into between China Shipping, Guangzhou Maritime Transport (Group) Co., Ltd., the Company, CSCL and China Shipping (Hainan) Haisheng Shipping and Enterprise Co., Ltd, each of which agreed to increase their
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GENERAL INFORMATION
APPENDIX II
respective capital contribution in the total amount of RMB300,000,000 (approximately HK$368,459,838) to China Shipping Finance Company Limited by way of cash in proportion to their then existing equity holdings in China Shipping Finance Company Limited, details of which are set out in the announcement of the Company dated 27 May 2011.
6. MISCELLANEOUS
-
(i) The legal address of the Company is at Room A-1015, No. 188 Ye Sheng Road, Yanshang Free Trade Port Area, Shanghai, the People’s Republic of China.
-
(ii) The registered office of the Company in Hong Kong is 20/F., Alexandra House, 18 Chater Road, Central, Hong Kong.
-
(iii) The Company’s branch share registrar and transfer office in Hong Kong is at Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
-
(iv) The secretary of the Company is Ms. Yao Qiaohong, being an affiliated person of The Hong Kong Institute of Chartered Secretaries. Ms. Yao obtained a company secretary training certificate from the Shanghai Stock Exchange.
-
(v) In the event of inconsistency, the English version of this circular shall prevail over the Chinese version.
7. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection at the office of Reed Smith Richards Butler at 20/F., Alexandra House, 18 Chater Road, Central, Hong Kong during normal business hours on any weekday (except public holidays) from the date of this circular up to and including Tuesday, 28 May 2013:
-
(a) the memorandum and articles of association of the Company;
-
(b) the annual reports of the Company for the two financial years ended 31 December 2012;
-
(c) the letter from the Board, the text of which is set out in pages 7 to 18 of this circular;
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(d) the material contract as set out in the section headed “Material Contracts” in this appendix; and
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(e) a copy of the Company’s circular dated 13 April 2013 and this circular.
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BIOGRAPHY OF THE PROPOSED DIRECTORS
APPENDIX III
INFORMATION ON THE PROPOSED DIRECTORS
Ms Su Min — Proposed Executive Director
Su Min (蘇敏), female, aged 45, was born in February 1968. She graduated from the University of Science and Technology of China, majoring in business administration, with a master’s degree and is a senior accountant. She held the posts of Assistant to the Director - general of the Finance Bureau of the Xishi District of Hefei City, staff member of the Finance Division, section chief of the Office Finance Section, deputy director of the Internal Services Centre, office deputy director, deputy director of the Administration and Finance Division of Anhui Provincial Economic and Trade Commission, Deputy Director - general of the Intellectual Property Bureau of Anhui Provincial State-owned Assets Supervision and Administration Commission (“ SASAC ”), chief accountant of Anhui Province Energy Group Co., Ltd. and chairman and general manager of Anhui Hefei Wanneng Small Loan Company (安徽合肥皖能小額貸款公司). She is currently the chief accountant and a Party Committee member of China Shipping (Group) Company.
It is proposed that subject to the Shareholders’ approval at the AGM, Ms. Su will enter into a service contract with the Company for her appointment as an executive director of the Company for a term from the date of obtaining the Shareholders’ approval at the AGM on her appointment up to 19 June 2015 (or the date of the Company’s annual general meeting in 2015, whichever is earlier). Pursuant to such proposed service contract, Ms. Su will not receive any remuneration from the Group as a director of the Company. Such service contract shall be terminated by either party giving at least three months’ prior notice in writing.
Save as disclosed above, Ms. Su does not hold any other position with the Company or other members of the Group. Ms. Su 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, Ms. Su does not have any relationship with any director, member of senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Ms. Su does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Ms. Su’s appointment that is required 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 Ms. Su’s appointment as an executive director of the Company.
Mr. Huang Xiaowen — Proposed Executive Director
Huang Xiaowen (黃小文), male, aged 51, was born in May 1962, a senior engineer. Mr. Huang is currently Vice Chairman and Executive Director of CSCL (where its A shares are listed on the Shanghai Stock Exchange (stock code: 601866) and its H shares are listed on the Stock Exchange (stock code: 2866)), also the deputy general manager and a Party Committee member of China Shipping (Group) Company, Chairman of China Shipping Agency Co. Ltd., China Shipping Logistics Co. Ltd., and China Shipping Terminal Development Co. Ltd. Mr. Huang held the posts of the section chief of the Container Shipping Section of Guangzhou Ocean Shipping Company Limited, deputy
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APPENDIX III
BIOGRAPHY OF THE PROPOSED DIRECTORS
general manager and general manager of Container Transportation Department of China Ocean Shipping Company, and the deputy general manager, Managing Director and the vice Party Secretary of CSCL. Mr. Huang graduated from Qingdao Ocean Shipping Mariners College with major in Vessel Piloting in 1981, graduated from China Europe International Business School in September 2010 and obtained an EMBA Degree.
It is proposed that subject to the Shareholders’ approval at the AGM, Mr. Huang will enter into a service contract with the Company for his appointment as an executive director of the Company for a term from the date of obtaining the Shareholders’ approval at the AGM on his appointment up to 19 June 2015 (or the date of the Company’s annual general meeting in 2015, whichever is earlier). Pursuant to such proposed service contract, Mr. Huang will not receive any remuneration from the Group as a director of the Company. Such service contract shall be terminated by either party giving at least three months’ prior notice in writing.
Save as disclosed above, Mr. Huang does not hold any other position with the Company or other members of the Group. Mr. Huang 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. Huang does not have any relationship with any director, member of senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Huang does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Huang’s appointment which is required 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. Huang’s appointment as an executive director of the Company.
Mr. Lin Junlai — Proposed Independent Non-executive Director
Lin Junlai (林俊來), male, aged 61, was born in December 1952. He graduated from Jilin University, majoring in economics, with postgraduate qualifications and a master’s degree and is an economist. He held the posts of deputy director of the Planning Division under the Planning Department of the Ministry of Commerce, director of the Planning Division under the Comprehensive Planning Department of the Ministry of Internal Trade, assistant to the commissioner of the State Council Compliance Inspectors’ General Office (國務院稽查特派員總署), full-time supervisor of the Enterprise Work Committee of the CPC Central Committee, division chief-level and deputy director — general level full-time supervisor of SASAC, deputy inspector of the Board of Supervisors of All Large Key State-owned Enterprises of the State Council. Mr. Lin retired in January 2013.
It is proposed that subject to the Shareholders’ approval at the AGM, Mr. Lin will enter into a service contract with the Company for his appointment as an independent non-executive director of the Company for a term from the date of obtaining the Shareholders’ approval at the AGM on his appointment up to 19 June 2015 (or the date of the Company’s annual general meeting in 2015,
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BIOGRAPHY OF THE PROPOSED DIRECTORS
APPENDIX III
whichever is earlier). Pursuant to such proposed service contract, Mr. Lin 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.
Save as disclosed above, Mr. Lin does not hold any other position with the Company or other members of the Group. Mr. Lin 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. Lin does not have any relationship with any director, member of senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Lin does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Lin’s appointment which is required 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. Lin’s appointment as an independent non-executive director of the Company.
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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING
==> picture [65 x 48] intentionally omitted <==
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)
SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING
Notice dated 13 April 2013 had been given by the Company to convene the annual general meeting (the “ AGM ”) of China Shipping Development Company Limited (the “ Company ”) to be held at 2:00 p.m. on Wednesday, 29 May 2013 at 3[rd] Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, 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 13 April 2013 (the “ Circular ”) setting out the additional resolutions to be passed at the AGM:
Ordinary Resolutions
The Company’s non-wholly owned subsidiaries to build six LNG carriers:
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12A. to approve, ratify and confirm the shipbuilding agreement dated 28 April 2013 (the “ First LNG Agreement ”) entered into between China Energy Aspiration LNG Shipping Co., Limited (中能理想液化天然氣運輸有限公司) as purchaser with Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. and China Shipbuilding Trading Company Limited as vendors and the transactions contemplated thereunder; and to authorise the directors of the Company (“ Directors ”) to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the First LNG Agreement;
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12B. to approve, ratify and confirm the shipbuilding agreement dated 28 April 2013 (the “ Second LNG Agreement ”) entered into between China Energy Aurora LNG Shipping Co., Limited (中能曙光液化天然氣運輸有限公司) as purchaser with Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. and China Shipbuilding Trading Company Limited as vendors and the transactions contemplated thereunder; and to authorise the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion maybe necessary or desirable to implement the transactions contemplated under the Second LNG Agreement;
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12C. to approve, ratify and confirm the shipbuilding agreement dated 28 April 2013 (the “ Third LNG Agreement ”) entered into between China Energy Glory LNG Shipping Co., Limited (中能榮光液化天然氣運輸有限公司) as purchaser with Hudong-Zhonghua Shipbuilding
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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING
(Group) Co., Ltd. and China Shipbuilding Trading Company Limited as vendors and the transactions contemplated thereunder; and to authorise the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Third LNG Agreement;
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12D. to approve, ratify and confirm the shipbuilding agreement dated 28 April 2013 (the “ Fourth LNG Agreement ”) entered into between China Energy Hope LNG Shipping Co., Limited (中能希望液化天然氣運輸有限公司) as purchaser with Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. and China Shipbuilding Trading Company Limited as vendors and the transactions contemplated thereunder; and to authorise the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Fourth LNG Agreement;
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12E. to approve, ratify and confirm the shipbuilding agreement dated 28 April 2013 (the “ Fifth LNG Agreement ”) entered into between China Energy Peace LNG Shipping Co., Limited (中能和平液化天然氣運輸有限公司) as purchaser with Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. and China Shipbuilding Trading Company Limited as vendors and the transactions contemplated thereunder; and to authorise the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Fifth LNG Agreement;
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12F. to approve, ratify and confirm the shipbuilding agreement dated 28 April 2013 (the “ Sixth LNG Agreement ”) entered into between China Energy Pioneer LNG Shipping Co., Limited (中能先鋒液化天然氣運輸有限公司) as purchaser with Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. and China Shipbuilding Trading Company Limited as vendors and the transactions contemplated thereunder; and to authorise the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Sixth LNG Agreement;
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12G. to approve, ratify and confirm the six vessel sponsor undertakings dated 28 April 2013 (“ Vessel Sponsors’ Undertakings ”) entered into by the Company, Sinopec Kantons Holdings Limited and Mitsui O.S.K Lines, Ltd. as sponsors and Sumitomo Mitsui Banking Corporation as security trustee and facility agent and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Vessel Sponsors’ Undertakings;
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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING
Guarantee provided by China Shipping Development (Hong Kong) Marine Co., Limited (“CSD HK”) to China Shipping (Singapore) Petroleum Pte. Ltd.
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13A. to approve and confirm the guarantee letter to be issued by CSD HK to Royal Dutch Shell p.l.c. (“ Shell Guarantee Letter ”) in relation to a guarantee provided by CSD HK to China Shipping (Singapore) Petroleum Pte. Ltd to obtain a credit facility in the amount of US$1,000,000 and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Shell Guarantee Letter;
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13B. to approve and confirm the guarantee letter to be issued by CSD HK to British Petroleum p.l.c. (“ BP Guarantee Letter ”) in relation to a guarantee provided by CSD HK to China Shipping (Singapore) Petroleum Pte. Ltd to obtain a credit facility in the amount of US$1,500,000 and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the BP Guarantee Letter;
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the appointment of Ms. Su Min as an executive Director and the terms of her appointment, details of which are set out in the circular of the Company dated 13 May 2013, be and is hereby approved;
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the appointment of Mr. Huang Xiaowen as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 13 May 2013, be and is hereby approved; and
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the appointment of Mr. Lin Junlai as an independent non-executive Director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 13 May 2013, be and is hereby approved.
By order of the Board
China Shipping Development Company Limited Yao Qiaohong
Company Secretary
13 May 2013 Shanghai
The People’s Republic of China
Notes:
- (A) Please refer to the notice of the AGM dated 13 April 2013 for Resolutions 1 to 11.
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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING
- (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 AGM 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 AGM.
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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 AGM (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 AGM. Note (C) also applies to holders of A Shares, except that the supplemental 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 AGM (or any adjournment thereof) in order for such documents to be valid.
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(G) If a proxy attends the AGM 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 AGM, 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 AGM, such representative should produce his identity card and an authorization 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 Company has on this date issued to Shareholders a supplemental proxy form. If you intend to appoint a proxy, you should complete and return the enclosed supplemental proxy form in accordance with the instructions printed thereon and return it at least 24 hours before the time stipulated for convening the AGM or any adjourned meeting (as circumstances require). If you
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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING
have already validly appointed a proxy to act for you at the AGM but have not completed and returned the supplemental proxy form, your proxy will have the right to vote at his/her discretion. Completion and return of the supplemental proxy form will not preclude you from attending, and voting at, the AGM.
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(I) The AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.
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(J) As at the date of this supplemental notice, the board of directors of the Company is comprised of Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong, Mr. Ding Nong 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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