China COSCO : ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING A...

3601974-m01annc

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中 國 遠 洋 控 股 股 份 有 限 公 司

China COSCO Holdings Company Limited*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code : 1919) ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING AND APPOINTMENT OF EXECUTIVE DIRECTOR AND VICE CHAIRMAN

The Board is pleased to announce that (i) all resolutions proposed at the AGM held on 24 May 2016 were duly passed by way of poll; and (ii) Mr. Huang Xiaowen was appointed as an executive Director with immediate effect on the date of passing of the resolution at the AGM, and Mr. Huang Xiaowen was appointed as the Vice Chairman of the Board with effect from obtaining approval of the Board at the meeting of the Board held on 24 May 2016.

Reference is made to the notice (the "Notice") of the annual general meeting (the "AGM") of China COSCO Holdings Company Limited (the "Company") dated 8 April 2016 and the announcement of the Company dated 2 April 2015 (the "Announcement"). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Notice.

RESULTS OF THE ANNUAL GENERAL MEETING

The AGM was held at the Conference Room, 47th Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong and Ocean Hall, 5th Floor, Shanghai Ocean Hotel, No.1171, Dong Da Ming Road, Shanghai, People's Republic of China (the "PRC") at 10:00 a.m. on Tuesday, 24 May 2016. Voting by way of poll was demanded as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") on the resolutions proposed at the AGM. The AGM was chaired by Mr. Xu Zunwu, an executive Director and the acting general manager of the Company.

The total number of issued A shares and H shares of the Company as at the date of the AGM was 10,216,274,357 shares (the "Shares"), which was the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the AGM. There were no Shares entitling the Shareholders to attend the AGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules and no Shareholders were required under the Listing Rules to abstain from voting at the AGM.

Shareholders and their authorized proxies holding an aggregate of 4,700,440,660 Shares, representing approximately 46.0093% of the issued share capital of the Company were present at the AGM. The holding of the AGM was in compliance with the requirements of the Company Law of the PRC and the Articles of Association.

The Board is pleased to announce that the resolutions as set out in the Notice were duly passed at the AGM by way of poll. The results of the poll conducted at the AGM were as follows:

ORDINARY RESOLUTIONS		Number of votes (%)
		For	Against	Abstained
1.	To consider and approve the report of the	4,698,362,161	146,800	1,931,699
	Board for the year ended 31 December 2015.	(99.9558%)	(0.0031%)	(0.0411%)
2.	To consider and approve the report of the	4,698,362,160	146,800	1,931,700
	Supervisory Committee for the year ended 31	(99.9558%)	(0.0031%)	(0.0411%)
	December 2015.
3.	To consider and approve the audited financial	4,698,362,160	146,800	1,931,700
	statements and the auditors' report of the	(99.9558%)	(0.0031%)	(0.0411%)
	Company prepared in accordance with the
	Generally Accepted Accounting Principles of
	the PRC and Hong Kong Financial Reporting
	Standards, respectively, for the year ended 31
	December 2015.
4.	To consider and approve the proposed profit	4,698,095,410	502,825	1,842,425
	distribution plan (no dividend distribution) of	(99.9501%)	(0.0107%)	(0.0392%)
	the Company for the year ended 31 December
	2015.

5.	To consider and approve (i) the re-appointment of PricewaterhouseCoopers as the international auditors of the Company and Ruihua Certified Public Accountants, LLP as the domestic auditors of the Company to hold office until the conclusion of the next annual general meeting and to authorize any one Director to handle matters in connection therewith; (ii) the audit fee of the Company for the year ending 31 December 2016 in an amount of RMB30.0073 million, of which RMB16.3700 million is payable to PricewaterhouseCoopers and RMB13.6373 million is payable to Ruihua Certified Public Accountants, LLP, respectively, subject to adjustment in the event of material changes to the scope of audit due to factors such as acquisitions and asset restructurings in the future.	4,697,490,045 (99.9372%)	1,085,590 (0.0231%)	1,865,025 (0.0397%)
6.	To consider and approve the election of Mr. Huang Xiaowen (黃小文) as an executive Director.	4,692,228,032 (99.8253%)	6,345,603 (0.1350%)	1,867,025 (0.0397%)

As more than 50% of the votes were cast in favor of the resolutions set out above at the AGM, such resolutions were duly passed as ordinary resolutions of the Company. For details of the aforesaid resolutions, the Shareholders may refer to the Notice.

Computershare Hong Kong Investor Services Limited was the scrutineer for the vote-taking of the H Shares at the AGM. The AGM was witnessed by Commerce & Finance Law Offices, who presented a legal opinion concluding that the convening and the procedures for holding of the AGM, the eligibility of the Shareholders who attended the AGM and the persons who convened the AGM, and the voting procedures of the AGM were in compliance with the relevant laws, rules, regulations and the Articles of Association. The voting results are lawful and valid.

APPOINTMENT OF EXECUTIVE DIRECTOR AND VICE CHAIRMAN

The Company is pleased to announce that (i) at the AGM, the resolution in relation to the appointment of Mr. Huang Xiaowen as an executive Director was passed as an ordinary resolution of the Company, and Mr. Huang Xiaowen's appointment as an executive Director therefore took immediate effect; and (ii) Mr. Huang Xiaowen was appointed as the Vice Chairman of the Board with effect from obtaining approval of the Board at the meeting of the Board held on 24 May 2016.

The biographical details of Mr. Huang Xiaowen are set out as follows:

Mr. Huang Xiaowen (黃小文)

Mr. Huang Xiaowen, aged 54, is a deputy general manager and member of the party group of China COSCO Shipping Corporation Limited, chairman of the board of directors and non-executive director of COSCO Pacific Limited, a non-wholly owned subsidiary of the Company which is listed in Hong Kong, vice-chairman and executive director of China Shipping Container Lines Company Limited ("CSCL") (listed in Hong Kong and Shanghai), and executive director of China Shipping Development Company Limited (listed in Shanghai and Hong Kong) and serves as director of certain subsidiaries of the Company. Mr. Huang Xiaowen started his career in 1981 and has been the section chief of the container shipping section of Guangzhou Ocean Shipping Company Limited, general manager of container transportation department of China Ocean Shipping (Group) Company, container business advisor of Shanghai Haixing Shipping Co., Ltd and the deputy general manager, managing director and the vice party secretary of CSCL and has served as the chairman of China Shipping Haisheng Co., Ltd. (listed in Shanghai). Mr. Huang Xiaowen has been the deputy general manager and member of the party group of China Shipping (Group) Company since May 2012. Mr. Huang Xiaowen has more than 30 years of experience in the shipping industry. Mr. Huang Xiaowen graduated from China Europe International Business School with an EMBA degree and he is a senior engineer.

A service contract is proposed to be signed by Mr. Huang Xiaowen and the Company. Mr. Huang Xiaowen will not receive remuneration from the Company for being an executive Director, but the expenses incurred in connection with his discharge of duties as an executive Director will be borne by the Company. Mr. Huang Xiaowen has been appointed for a term commencing from 24 May 2016, being the date of passing of the relevant resolution at the AGM, and ending on the expiration of the term of the fourth session of the Board and will be subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Save as disclosed above, Mr. Huang Xiaowen does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders.

Save as disclosed above, Mr. Huang Xiaowen has not held any directorship in any other listed companies in the past three years. Mr. Huang Xiaowen does not have any interest, deemed interest or short position in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).