Chu Kong Shipping Enterprises : Circulars - RE-ELECTION OF DIRECTORS, DECLARATION OF FINAL DIVIDEND AND GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chu Kong Shipping Enterprises (Group) Company Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

Chu Kong Shipping Enterprises (Group) Co., Ltd.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00560)

RE-ELECTION OF DIRECTORS,

DECLARATION OF FINAL DIVIDEND,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Chu Kong Shipping Enterprises (Group) Company Limited to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 29 May 2024 at 3:00 p.m. (Hong Kong time) is set out on pages 13 to 16 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Tengis Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the annual general meeting (i.e. before 27 May 2024 (Monday), 3:00 p.m. (Hong Kong time)) or any adjournment thereof (as the case may be). Submission of a proxy form shall not preclude you from attending the annual general meeting or any adjournment of such meeting and voting in person should you so wish and in such event, the proxy form will be deemed to be revoked.

26 April 2024

CONTENTS
	Page
DEFINITIONS	1
LETTER FROM THE BOARD	3
APPENDIX I - DETAILS OF THE DIRECTORS TO BE RE-ELECTED AT
THE ANNUAL GENERAL MEETING	8
APPENDIX II - EXPLANATORY STATEMENT ON THE REPURCHASE
MANDATE	10
NOTICE OF ANNUAL GENERAL MEETING	13

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	United Conference Centre, 10/F., United Centre, 95
	Queensway, Admiralty, Hong Kong, on Wednesday, 29 May
	2024 at 3:00 p.m. (Hong Kong time) or any adjourned
	meeting thereof
"AGM Notice"	the notice convening the AGM set out on pages 13 to 16 of
	this circular
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors of the Company
"CKSE"	Chu Kong Shipping Enterprises (Holdings) Company
	Limited, a company incorporated in Hong Kong with limited
	liability, the controlling Shareholder and a wholly-owned
	subsidiary of GDPS
"Close Associate(s)"	has the meaning as defined in the Listing Rules
"Companies Ordinance"	Companies Ordinance, Chapter 622 of the Laws of Hong
	Kong
"Company"	Chu Kong Shipping Enterprises (Group) Company Limited, a
	company incorporated in Hong Kong with limited liability,
	the shares of which are listed on the Stock Exchange
"Core Connected Person(s)"	has the meaning as defined in the Listing Rules
"Director(s)"	director(s) of the Company
"Extension Mandate"	as defined in paragraph 5 of the "Letter from the Board"
	contained in this circular
"GDPS"	廣東省港航集團有限公司 (Guangdong Provincial Port &
	Shipping Group Company Limited*) a state-owned enterprise
	established under the laws of the PRC and the ultimate
	controlling shareholder of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China

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	DEFINITIONS
"Issue Mandate"	as defined in paragraph 5 of the "Letter from the Board"
	contained in this circular
"Latest Practicable Date"	19 April 2024, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Repurchase Mandate"	as defined in paragraph 5 of the "Letter from the Board"
	contained in this circular
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	ordinary share(s) of the Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers
"%"	percent

In this circular, the English names of the PRC entities are translations of their Chinese names and included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

• for identification purpose only

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LETTER FROM THE BOARD

Chu Kong Shipping Enterprises (Group) Co., Ltd.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00560)

Mr. Liu Guanghui* (Chairman of the Board)	Registered Office:
Mr. Zhou Jun* (Managing Manager)	22nd Floor,
Ms. Zhong Yan**	Chu Kong Shipping Tower,
Mr. Liu Wuwei*	143 Connaught Road Central,
Mr. Chan Kay-cheung***	Hong Kong
Ms. Yau Lai Man***
Hon. Rock Chen Chung-nin***	Principle Place of Business in Hong Kong:
		24th Floor,
*	Executive Directors	Chu Kong Shipping Tower,
**	Non-executive Director	143 Connaught Road Central,
*** Independent Non-executive Directors	Hong Kong

26 April 2024

To all Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS,

DECLARATION OF FINAL DIVIDEND,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM relating to, amongst other matters, the re-election of Directors, the declaration of final dividend and the grant of each of the Issue Mandate, Repurchase Mandate and Extension Mandate.

2. ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS

The annual report incorporating the audited consolidated financial statements of the Company and the reports of the Directors and the auditors for the year ended 31 December 2023 will be sent together with this circular to the Shareholders on the same date. The audited consolidated financial statements of the Company have been reviewed by the audit committee of the Company.

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LETTER FROM THE BOARD

3. DECLARATION OF FINAL DIVIDEND

As mentioned in the results announcement of the Company dated 25 March 2024, the Board resolved to recommend the payment of a final dividend of HK5 cents per Share in respect of the year ended 31 December 2023 to Shareholders whose names appear on the register of members of the Company on 7 June 2024 (Friday), subject to Shareholders' approval at the AGM. The final dividend, if approved, will be paid in cash.

The register of members of the Company will be closed from 5 June 2024 (Wednesday) to 7 June 2024 (Friday), both dates inclusive, during which no transfer of Shares will be effected for the purpose of ascertaining the Shareholders entitled to the final dividend for the year ended 31 December 2023 to be approved at the AGM.

In order to qualify for the proposed final dividend for the year ended 31 December 2023, all transfer documents, accompanied by relevant share certificates, must be lodged with the Company's share registrar, Tricor Tengis Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. (Hong Kong time) on 4 June 2024 (Tuesday) for registration.

The dividend warrants for the cash dividends are expected to be sent by ordinary mail to Shareholders at their own risk on or around 28 June 2024 (Friday).

4. RE-ELECTION OF DIRECTORS

In accordance with Article 88 of the Articles of Association, Ms. Zhong Yan and Mr. Liu Wuwei will retire as Directors by rotation at the AGM. Then, being eligible, offer themselves for re-election as Directors at the AGM.

The nomination committee of the Company (the "Nomination Committee") had reviewed the biographical details of Ms. Zhong Yan and Mr. Liu Wuwei, and their meeting of nomination criteria (including but not limited to, character and integrity, professional qualifications, skills, knowledge and experience that are relevant to the business and corporate strategy of the Company, enough time commitment to effectively discharge duties as a member of the Board) as set out in the nomination policy of the Company and considered the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of services) as set out in the diversity policy of the Company, and took the view that both of them have been contributing to the Group effectively and committed to their role as Directors. The Board accepted the recommendation by the Nomination Committee for recommending the Shareholders to re-elect Ms. Zhong Yan and Mr. Liu Wuwei as Directors at the AGM.

The biographical details and other information of Ms. Zhong Yan and Mr. Liu Wuwei are set out in Appendix I to this circular. According to the resolution under item 3 of the AGM Notice, the re-election of Directors will be individually voted on by Shareholders at the AGM.

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LETTER FROM THE BOARD

5. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed to approve the granting to the Directors of a general and unconditional mandate to allot, issue or deal with the Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing the relevant resolution ("Issue Mandate"). As at the Latest Practicable Date, a total of 1,121,166,885 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company for the period from the Latest Practicable Date up to and including the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 224,233,377 Shares.

At the AGM, an ordinary resolution will also be proposed to approve the granting to the Directors of a general and unconditional mandate to exercise all powers of the Company to repurchase the Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed up to a maximum of 5% of the aggregate number of Shares in issue as at the date of passing the relevant resolution ("Repurchase Mandate"). As at the Latest Practicable Date, a total of 1,121,166,885 Shares were in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company for the period from the Latest Practicable Date up to and including the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 56,058,344 Shares.

The explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide the Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Repurchase Mandate is set out in Appendix II to this circular.

In addition, an ordinary resolution will be proposed at the AGM that any Shares repurchased under the Repurchase Mandate (up to a maximum of 5% of the aggregate number of Shares in issue as at the date of the grant of the Repurchase Mandate) will be added to the total number of shares of the Company which may be allotted and issued under the Issue Mandate ("Extension Mandate").

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the Company is required by the Articles of Association or any applicable law to hold its next annual general meeting; or (iii) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company. The Board wishes to state that with regard to the Issue Mandate, it has no immediate plan to issue any Shares pursuant thereto, and with regard to the Repurchase Mandate, the Board may or may not repurchase any Shares pursuant thereto depending on the prevailing market conditions.

The full text of the ordinary resolutions to be proposed at the AGM in relation to the Issue Mandate, the Repurchase Mandate and the Extension Mandate are set out in the resolutions under items 5 to 7 of the AGM Notice.

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LETTER FROM THE BOARD

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the AGM shall demand a poll on each of the resolutions set on in the AGM Notice in accordance with Article 61 of the Articles of Association.

An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The AGM Notice is set out on pages 13 to 16 of this circular. At the AGM, resolutions will be proposed to approve, amongst other matters, the re-election of Directors, the declaration of final dividend, and the grant of each of the Issue Mandate, Repurchase Mandate and Extension Mandate.

The register of members of the Company will be closed on 23 May 2024 (Thursday) to 29 May 2024 (Wednesday), during which no transfer of Shares will be effected. In order to ascertain Shareholders' rights for the purpose of attending and voting at the AGM to be held on 29 May 2024 (Wednesday), all transfer documents, accompanied by relevant share certificates, must be lodged with the Company's share registrar, Tricor Tengis Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. (Hong Kong time) on 22 May 2024 (Wednesday) for registration.

A proxy form for use at the AGM is enclosed with this circular. Whether you are able to attend the AGM or not, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Tengis Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the AGM (i.e. before 27 May 2024 (Monday), 3:00 p.m. (Hong Kong time)) or any adjournment thereof (as the case may be). Submission of a proxy form shall not preclude you from attending the AGM or any adjournment of such meeting and voting in person should you so wish and in such event, the proxy form will be deemed to be revoked.

8. RECOMMENDATION

The Board believes that the proposals mentioned above, including the proposals for the re-election of Directors, the declaration of final dividend, and the grant of each of the Issue Mandate, Repurchase Mandate and the Extension Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.

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LETTER FROM THE BOARD

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of

interpretation.

Yours faithfully,

For and on behalf of the Board of

Chu Kong Shipping Enterprises (Group) Company Limited

Liu Guanghui

Chairman

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The particulars of Ms. Zhong Yan and Mr. Liu Wuwei, as required by Rule 13.51(2) of the Listing Rules as at the Latest Practicable Date, are set out below to enable Shareholders to make an informed decision on their re-election at the AGM.

Ms. Zhong Yan

Ms. Zhong Yan ("Ms. Zhong"), aged 48, was appointed as a non-executive director of the Company on 1 April 2020, participating in strategic planning and decision-making of the Group. Ms. Zhong graduated from Shanghai Maritime University in 1997, majoring in Computer Science and Computer Application and minoring in International Container Transportation Management, and studied for a master degree in Global Economy at Sun Yat-Sen University between 2000 and 2003. She is also a certified assistant engineer and certified economist in the People's Republic of China. She has 26 years of experience in information technology, disciplinary inspection, supervisory audit and trade union management since 1997. She has joined GDPS since 2000 and worked successively in the information center, general manager's office, comprehensive management department and female staff association, etc. Ms. Zhong was successively appointed as the chairman of the union and secretary of the commission for discipline inspection of Guangdong Bonny Fair Heavy Industry Limited from 2013 to 2018, member of the commission for discipline inspection and deputy manager of the supervision and audit department of GDPS from 2016 to 2019, deputy general manager of Guangzhou Hangcheng Real Estate Development Operation Co., Ltd. from 2019 to March 2020. Ms. Zhong is currently the director of CKSE.

Pursuant to the appointment letter entered between Ms. Zhong and the Company, her current term of office is 3 years from 1 April 2023, unless terminated by either party giving to the other not less than 1 month's prior notice in writing. She is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the terms and conditions of Ms. Zhong's letter of appointment as a non-executive director of the Company, Ms. Zhong will not receive remuneration from the Company as a non-executive director of the Company.

Mr. Liu Wuwei

Mr. Liu Wuwei ("Mr. Liu"), aged 52, was appointed as an executive director and deputy general manager of the Company on 18 July 2018, mainly responsible for the operation management of logistic segment specialisation of the Group. Mr. Liu graduated from University of South Australia with a master degree in business administration and is also a certified economist in the People's Republic of China. Mr. Liu has joined the Group since 1992, and worked successively as the deputy general manager and the managing director of Chu Kong Transhipment & Logistics Company Limited from 2006 to 2013 and the director, and deputy general manager of Chu Kong Shipping (Guangdong) Logistics Co., Ltd. from 2013 to 2018. Currently, he is also the director of Chu Kong River Trade Terminal Co., Ltd.. Mr. Liu has over 30 years of experience in logistics, river trade terminal operation management and marketing.

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