AI assistant
Dida Inc. — Proxy Solicitation & Information Statement 2014
Sep 12, 2014
50671_rns_2014-09-11_b68f7cf2-3499-4793-b6a4-3dd08acd2f91.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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.
==> 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 EXTRAORDINARY GENERAL MEETING
Notice dated 29 August 2014 had been given by China Shipping Development Company Limited (the “ Company ”) that the extraordinary general meeting (the “ EGM ”) of the Company will be held at 2:30 p.m. on Thursday, 16 October 2014 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China to consider and, if thought fit, pass the resolution set out therein. This notice is a supplemental notice following the Company’s announcement dated 29 August 2014 setting out the additional resolution proposed by the controlling shareholder of the Company in accordance with Article 78 of the Company’s Articles of Association to be passed at the EGM:
Ordinary Resolution
“2. THAT the entry into by China Shipping Tanker Co., Ltd (中海油輪運輸有限公司) of the equity transfer agreement dated 30 July 2014 (the “Equity Transfer Agreement”, a copy of which has been produced to the meeting and initialled by the chairman of the meeting for the purposes of identification) in respect of the acquisition of 20% equity interest in 上海北海船務股份有限公司 (Shanghai Beihai Shipping Company Limited*) and the transactions contemplated thereunder be and are hereby approved; and to authorise the directors of the China Shipping Development Company Limited 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 Equity Transfer Agreement.”
By Order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
12 September 2014 Shanghai The People’s Republic of China
* for identification purposes only
— 1 —
Notes:
-
(A) Please refer to the notice of EGM dated 29 August 2014 for Resolution 1.
-
(B) The H Share register of the Company will be closed from Tuesday, 16 September 2014 to Thursday, 16 October 2014 (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 Thursday, 16 October 2014 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 15 September 2014.
The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:
Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
- (C) Holders of H Shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Friday, 26 September 2014.
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
-
(D) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the EGM.
-
(E) 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.
-
(F) For holders of H Shares, the supplemental form of proxy, and if the supplemental form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.
— 2 —
-
(G) Each holder of A Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (D) to (E) also apply 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 (C) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.
-
(H) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the appointor of the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which is a legal person attends the EGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the EGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.
-
(I) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
-
(J) As at the date of this supplemental notice, the Board of Directors of the Company comprises Mr. Xu Lirong, Mr. Zhang Guofa, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Liu Xihan, Mr. Yu Zenggang, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Zhang Jun, Mr. Wang Wusheng, Mr. Lin Junlai, Mr. Ruan Yongping and Mr. Ip Sing Chi as independent non-executive Directors.
— 3 —