COSCO SHIPPING DEVELOPMENT CO., LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 02866)NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the 'EGM') of China Shipping Container Lines Company Limited (the 'Company') will be held at 2:30 p.m. on Tuesday, 22 December 2015 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the People's Republic of China (the 'PRC') to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company, and unless otherwise specified, terms defined in the announcement of the Company dated 6 November 2015 in relation to the Company's continuing connected transactions shall have the same meanings when used in this notice. In addition, a circular (the 'Circular') containing details of the following resolutions will be dispatched to the shareholders of the Company in accordance with Rule 19A.39A of the Listing Rules on or before 7 December 2015.
'THAT:
the transactions in respect of maximum daily outstanding balance of deposits (including accrued interest and handling fee) to be placed by the Group with CS Finance Company under the Financial Services Framework Agreement, and their proposed annual cap for the year ending 31 December 2016, be and are hereby approved;
the transactions in respect of maximum daily outstanding balance of loans (including accrued interest and handling fee) to be granted by CS Finance Company to the Group under the Financial Services Framework Agreement, and their proposed annual cap for the year ending 31 December 2016, be and are hereby approved;
the board of directors of the Company be and is hereby authorised to do all such further acts and things and execute all such further documents and take all such steps which, in its absolute discretion, to implement and/or give effect to the matters contemplated under the abovementioned resolutions.'
'THAT:
the appointment of Mr. Yang Jigui as a non-executive director of the Company be and is hereby approved;
the appointment of Mr. Han Jun as a non-executive director of the Company be and is hereby approved.'
For the purpose of holding the EGM, the register of H shares members of the Company ('Register of Members') will be closed from Saturday, 21 November 2015 to Tuesday, 22 December 2015 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares whose names appear on the Register of Members at the close of business on Friday, 20 November 2015 are entitled to attend and vote at the EGM.
In order to attend the EGM, holders of the Company's H shares shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited ('Computershare'), the Company's H share registrar, not later than 4:30 p.m. on Friday, 20 November 2015.
The address of Computershare is as follows: 17M Floor
Hopewell Centre
183 Queen's Road East Wanchai, Hong Kong
Holders of H shares, who intend to attend the EGM, must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 2 December 2015.
The address of the Directorate Secretary Office of the Company is as follows: 22nd Floor, Maritime Research Building
628 Minsheng Road Pudong New Area
Shanghai 200135
the People's Republic of China Tel: (8621) 6596 7333
(8621) 6596 6512
Fax: (8621) 6596 6813
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 a Shareholder or not, to attend and vote on his behalf at the EGM.
The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
To be valid, 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 appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.
If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the Board or other authorities or other notarised copy of the licence issued by such legal person Shareholder.
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, each of the resolutions set out in the notice of the EGM will be voted on by poll. Results of the poll voting will be published on the website of the Stock Exchange at www.hkexnews.hk after the EGM.
The EGM is estimated to last for half a day. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.
By order of the Board of
China Shipping Container Lines Company Limited Yu ZhenJoint Company Secretary
Shanghai, the PRC 7 November 2015
Notes:
The Board as at the date of this notice comprises Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Ms. Su Min, Mr. Ding Nong, Mr. Liu Xihan, Mr. Yu Zenggang and Mr. Chen Jihong, being non-executive Directors, and Ms. Zhang Nan, Mr. Guan Yimin, Mr. Shi Xin, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive Directors.
* The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name 'China Shipping Container Lines Company Limited'.
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