Chu Kong Shipping Enterprises Grp : Announcements and Notices - Notice of Annual General Meeting

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 00560)

2014 (Tuesday) at 3:00 p.m. for the purpose of transaction the following business:

1. To receive and consider the audited financial statements of the Company and the reports of the directors and the auditors of the Company for the year ended 31st December
2013.
2. To declare a final dividend for the year ended 31st December 2013.
3. To re-elect directors and to authorise the directors to fix the remuneration of directors.
4. To re-appoint auditors and to authorise the directors to fix their remuneration.

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As special business, to consider and, if thought fit, pass with or without amendments, the following ordinary resolutions:
5. "THAT:
(1) subject to paragraph (3) of this resolution, the exercise by the directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into shares of the Company and other rights to subscribe for any shares of the Company) which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
(2) the approval of paragraph (1) of this resolution shall authorise the directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into shares of the Company and other rights to subscribe for any shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(3) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors pursuant to the approval in paragraph (1) of this resolution, other than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares of the Company as scrip dividends pursuant to the articles of association of the Company from time to time; or (iii) an issue of shares of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of the subsidiaries of shares of the Company or rights to subscribe for shares of the Company, shall not exceed 20% of the aggregate number of the shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

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(4) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means the allotment, issue or grant of shares of the Company pursuant to any offer of shares of the Company open for a period fixed by the directors to the holders of shares of the Company whose names appear on the register of member of the Company on a fixed record date in proportion to their then holdings of such shares of the Company as at that date (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."
6. "THAT:
(1) subject to paragraph (2) of this resolution, the exercise by the directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited ("the Stock Exchange") or any other stock exchange in any territory applicable to the Company, subject to and in accordance with all applicable law and/or the requirements of the rules governing the listing of securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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issue and deal with additional shares of the Company pursuant to ordinary resolution
No.5 set out in the Notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution No.6 set out in the Notice convening this meeting, provided that such amount of shares of the Company shall not exceed 3% of the aggregate number of the shares of the Company in issue as at the date of passing the said resolution."
8. To transact any other business.
For and On Behalf of the Board of

Company Secretary

Hong Kong, 15th April 2014

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Note:

1. A member of the Company entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each of such proxies is so appointed.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney authorised to sign the same.

3. In order to be valid, the proxy form must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company's share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and, in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a member from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish.

4. In the case of joint holders of shares, any one of such holders may vote at the annual general meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the annual general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

As at the date of this announcement, the Company's executive directors include Mr. Xiong Gebing and Mr. Zeng He and Mr. Cheng Jie; non-executive directors include Mr. Liu Weiqing, Mr. Hu Jiahong and Mr. Zhang Lei; and independent non-executive directors include Mr. Chan Kay-cheung, Ms. Yau Lai Man and Mr. Chow Bing Sing.

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