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 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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 02866) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING A. RESULTS OF EGM
The Board is pleased to announce that the following EGM Ordinary Resolutions were passed at the EGM held at 2:30 p.m. on Thursday, 25 September 2014 at Holiday Inn Shanghai Jinxiu, No.399 Jinzun Road, Pudong New District, Shanghai, the PRC. 85 Shareholders and authorised proxies holding an aggregate of 6,520,165,335 shares with voting rights in the Company, representing approximately 55.8084% of the total number of shares with voting rights (11,683,125,000 shares, including 3,751,000,000 H shares and 7,932,125,000 A shares) of the Company, were present at the EGM or participated in the online voting.
As at the date of the EGM, the number of issued shares of the Company was 11,683,125,000 shares, which was the total number of shares entitling holders to attend and vote for or against the EGM Ordinary Resolution No.2. China Shipping Group (representing 5,496,598,500 shares of the Company) was required to abstain from voting on the EGM Ordinary Resolution No.1. Accordingly, the Shareholders and authorized proxies representing 6,186,526,500 shares of the Company were entitled to vote for or against the EGM Ordinary Resolutions No.1 at the EGM.
Save as disclosed above, there was no restriction on any Shareholder casting votes on any of the proposed resolutions at the EGM. There were no shares entitling the Shareholders to attend and vote only against any of the proposed resolutions at the EGM. There was no addition, alteration or veto of the proposed resolutions at the EGM.
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The EGM was chaired by Mr. Huang Xiaowen, the Vice Chairman of the Company, as delegated by Mr. Zhang Guofa, the Chairman of the Company, and in accordance with the Articles of Association. After consideration by the said Shareholders and authorised proxies and through voting by way of open ballot or online voting, the EGM Ordinary Resolutions were passed at the EGM and the details of voting are as follows:
ORDINARY RESOLUTIONS | Number of votes (%) | Total Votes | |||
ORDINARY RESOLUTIONS | For | Against | Abstain | Total Votes | |
1. | to consider and approve the revision of annual caps for the continuing connected transactions under the Master Loading and Unloading Agreements in respect of 2014 and 2015 | 1,090,082,741 94.1083% | 62,702,024 5.4132% | 5,543,070 0.4785% | 1,158,327,835 100% |
2. | to consider and approve the provision of guarantee for China Shipping Container Lines (Hong Kong) Co., Ltd. in the amount not exceeding USD500,000,000 or its equivalent in RMB during the period of 6 December 2014 to 30 June 2015 and the authorization to the Board of the Company to consider and approve each guarantee within the approved cap | 6,520,025,907 99.9979% | 113,300 0.0017% | 26,128 0.0004% | 6,520,165,335 100% |
Please refer to the Notice of EGM and Circular of EGM for the full version of the EGM Ordinary Resolutions No. 1 and No. 2.
As more than half of the votes were cast in favour of each of the EGM Ordinary Resolutions
No. 1 and No. 2, the EGM Ordinary Resolution No. 1 and No. 2 were duly passed.
Certain Directors, certain Supervisors and the secretary of the Board attended the EGM, and certain senior management attended the EGM as observers.
The poll at the EGM was scrutinized by the representatives of the Company's auditors, Ernst & Young (Note). The poll results of the EGM were jointly reviewed by Shareholder representatives, Supervisor representatives and the representatives of Zhong Lun Law Firm.
Note: Scope of work of Ernst & Young
The poll results of the EGM were subject to scrutiny by Ernst & Young, Certified Public Accountants, whose work was limited to certain procedures requested by the Company to agree to the poll result summary prepared by the Company to poll forms collected and provided by the Company to Ernst & Young. The work performed by Ernst & Young in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
b. ATTESTION
Zhong Lun Law Firm expressed its witnessing opinion in respect to the EGM. According to the witness lawyers, the convening and convocation procedures of the EGM were in accordance with the relevant laws and administrative rules and the articles of association of the Company, the qualifications of the attendees at and conveners of the EGM were lawful and valid, the voting procedures of the EGM and the results of the voting were lawful and valid.
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1. The resolutions of the EGM; and
2. The legal opinion issued by Zhong Lun Law Firm in respect of the EGM.
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Articles of Association" The articles of association of the Company, as revised and amended from time to time
"Board" the board of directors of the Company
"Circular" the circular of the Company dated 10 September 2014
"China Shipping" China Shipping (Group) Company (r:p�1ii�(�Il)1@%P'J), a wholly PRC state-owned enterprise and the controlling Share holder, together with its subsidiaries having an approximately 47.05% shareholding interest in the Company as at the date of this announcement
"China Shipping Group" China Shipping and its subsidiaries (excluding the Group)
"Company" China Shipping Container Lines Company Limited (r:p1ii
� � %P'J), a joint stock limited company
established in the PRC, of which 3,751,000,000 H shares are
listed on the Stock Exchange and 7,932,125,000 A shares are listed on the Shanghai Stock Exchange
"Director(s)" director(s) of the Company
"EGM" the extraordinary general meeting of the Company held on
25 September 2014
"EGM Ordinary Resolution(s)" the ordinary resolution(s) considered and passed at the EGM "Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Notice of EGM" the notice of the EGM dated 11 August 2014
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"PRC" the People's Republic of China which for the purposes of this announcement excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Shareholder(s)" the shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Supervisor(s)" supervisor(s) of the Company
By order of the Board of
Joint Company Secretary
Shanghai, the PRC
25 September 2014
The Board as at the date of this announcement comprises of 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. Teo Siong Seng, Mr. Chen Lishen, Mr. Guan Yimin and Mr. Shi Xin, 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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