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 2014 ANNUAL GENERAL MEETING A. RESULTS OF AGM
The Board is pleased to announce that the following AGM Ordinary Resolutions were passed at the AGM held at 2:00 p.m. on Friday, 26 June 2015 at Holiday Inn Shanghai Jinxiu, No.399 Jinzun Road, Pudong New Area, Shanghai, the PRC. 123 Shareholders and authorised proxies holding an aggregate of 6,042,546,556 shares with voting rights in the Company, representing approximately 51.7203% 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 AGM or participated in the online voting.
As at the date of the AGM, 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 or abstain from voting in respect of all the resolutions proposed at the AGM. Reference is made to the Circular, which does not contain any Shareholder's intention to vote against or abstain from voting in respect of the resolutions proposed at the AGM.
There was no restriction on any Shareholder casting votes on any of the proposed resolutions at the AGM. There were no shares entitling the Shareholders to attend and vote only against any of the proposed resolutions at the AGM. There was no addition, alteration or veto of the proposed resolutions at the AGM.
The AGM was chaired by Mr. Zhang Guofa, the Chairman of the Company. After consideration by the said Shareholders and authorised proxies and through voting by way of open ballot or online voting, the AGM Ordinary Resolutions were passed at the AGM and the details of voting are as follows:
ORDINARY RESOLUTION | For | Against | Abstain | |||||
ORDINARY RESOLUTION | Shares | Percentage (%) | Shares | Percentage (%) | Shares | Percentage (%) | ||
1. | To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2014 | A Shares | 5,312,369,773 | 99.9996 | 7,910 | 0.0001 | 13,311 | 0.0003 |
1. | To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2014 | H Shares | 727,646,912 | 99.6564 | 2,025,650 | 0.2774 | 483,000 | 0.0662 |
1. | To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2014 | Total | 6,040,016,685 | 99.9581 | 2,033,560 | 0.0337 | 496,311 | 0.0082 |
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ORDINARY RESOLUTION | For | Against | Abstain | |||||
ORDINARY RESOLUTION | Shares | Percentage (%) | Shares | Percentage (%) | Shares | Percentage (%) | ||
2. | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2014 | A Shares | 5,312,369,773 | 99.9996 | 7,910 | 0.0001 | 13,311 | 0.0003 |
2. | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2014 | H Shares | 727,646,912 | 99.6564 | 2,025,650 | 0.2774 | 483,000 | 0.0662 |
2. | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2014 | Total | 6,040,016,685 | 99.9581 | 2,033,560 | 0.0337 | 496,311 | 0.0082 |
3. | To consider and approve the work report of independent non-executive Directors for the year ended 31 December 2014 | A Shares | 5,312,369,653 | 99.9996 | 7,910 | 0.0001 | 13,431 | 0.0003 |
3. | To consider and approve the work report of independent non-executive Directors for the year ended 31 December 2014 | H Shares | 727,646,912 | 99.6564 | 2,025,650 | 0.2774 | 483,000 | 0.0662 |
3. | To consider and approve the work report of independent non-executive Directors for the year ended 31 December 2014 | Total | 6,040,016,565 | 99.9581 | 2,033,560 | 0.0337 | 496,431 | 0.0082 |
4. | To consider and approve the audited financial statements and the auditors' report of the Compan y and its subsidiaries for the year ended 31 December 2014 | A Shares | 5,312,368,773 | 99.9996 | 8,910 | 0.0002 | 13,311 | 0.0002 |
4. | To consider and approve the audited financial statements and the auditors' report of the Compan y and its subsidiaries for the year ended 31 December 2014 | H Shares | 727,646,912 | 99.6564 | 2,025,650 | 0.2774 | 483,000 | 0.0662 |
4. | To consider and approve the audited financial statements and the auditors' report of the Compan y and its subsidiaries for the year ended 31 December 2014 | Total | 6,040,015,685 | 99.9581 | 2,034,560 | 0.0337 | 496,311 | 0.0082 |
5. | To consider and approve the annual report of the Company for the year ended 31 December 2014 prepared in accordance with the requirements of the jurisdiction where its shares are listed | A Shares | 5,312,369,973 | 99.9996 | 7,910 | 0.0001 | 13,111 | 0.0003 |
5. | To consider and approve the annual report of the Company for the year ended 31 December 2014 prepared in accordance with the requirements of the jurisdiction where its shares are listed | H Shares | 727,646,912 | 99.6564 | 2,025,650 | 0.2774 | 483,000 | 0.0662 |
5. | To consider and approve the annual report of the Company for the year ended 31 December 2014 prepared in accordance with the requirements of the jurisdiction where its shares are listed | Total | 6,040,016,885 | 99.9581 | 2,033,560 | 0.0337 | 496,111 | 0.0082 |
6. | To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2014 | A Shares | 5,312,366,553 | 99.9995 | 11,330 | 0.0002 | 13,111 | 0.0003 |
6. | To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2014 | H Shares | 730,150,912 | 99.9994 | 4,650 | 0.0006 | 0 | 0.0000 |
6. | To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2014 | Total | 6,042,517,465 | 99.9995 | 15,980 | 0.0003 | 13,111 | 0.0002 |
7. | To consider and approve the appointment of Mr. Graeme Jack as an independent non-executive Director of the Company | A Shares | 5,312,369,653 | 99.9996 | 5,810 | 0.0001 | 15,531 | 0.0003 |
7. | To consider and approve the appointment of Mr. Graeme Jack as an independent non-executive Director of the Company | H Shares | 730,146,261 | 99.9987 | 9,301 | 0.0013 | 0 | 0.0000 |
7. | To consider and approve the appointment of Mr. Graeme Jack as an independent non-executive Director of the Company | Total | 6,042,515,914 | 99.9995 | 15,111 | 0.0003 | 15,531 | 0.0002 |
8. | To con sider a nd deter mine the remuneration of the Directors and the Supervisors of the Company for the year 2015 | A Shares | 5,312,364,253 | 99.9995 | 11,210 | 0.0002 | 15,531 | 0.0003 |
8. | To con sider a nd deter mine the remuneration of the Directors and the Supervisors of the Company for the year 2015 | H Shares | 727,826,262 | 99.6810 | 2,329,300 | 0.3190 | 0 | 0.0000 |
8. | To con sider a nd deter mine the remuneration of the Directors and the Supervisors of the Company for the year 2015 | Total | 6,040,190,515 | 99.9610 | 2,340,510 | 0.0387 | 15,531 | 0.0003 |
9(a). | To re-appoint Bak er Tilly China Certified Public Accountants as the Company's PRC auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | A Shares | 5,312,364,253 | 99.9995 | 11,210 | 0.0002 | 15,531 | 0.0003 |
9(a). | To re-appoint Bak er Tilly China Certified Public Accountants as the Company's PRC auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | H Shares | 730,146,262 | 99.9987 | 9,300 | 0.0013 | 0 | 0.0000 |
9(a). | To re-appoint Bak er Tilly China Certified Public Accountants as the Company's PRC auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | Total | 6,042,510,515 | 99.9994 | 20,510 | 0.0003 | 15,531 | 0.0003 |
9(b). | To re-appoint Bak er Tilly China Certified Public Accountants as the Company's internal control auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | A Shares | 5,312,369,753 | 99.9996 | 5,710 | 0.0001 | 15,531 | 0.0003 |
9(b). | To re-appoint Bak er Tilly China Certified Public Accountants as the Company's internal control auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | H Shares | 730,146,262 | 99.9987 | 9,300 | 0.0013 | 0 | 0.0000 |
9(b). | To re-appoint Bak er Tilly China Certified Public Accountants as the Company's internal control auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | Total | 6,042,516,015 | 99.9995 | 15,010 | 0.0002 | 15,531 | 0.0003 |
9(c). | To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the Company's international auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | A Shares | 5,312,369,753 | 99.9996 | 5,710 | 0.0001 | 15,531 | 0.0003 |
9(c). | To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the Company's international auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | H Shares | 730,155,562 | 100.0000 | 0 | 0.0000 | 0 | 0.0000 |
9(c). | To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the Company's international auditor for the year of 2015, and to authorise the audit committee of the Board to determine its remuneration | Total | 6,042,525,315 | 99.9996 | 5,710 | 0.0001 | 15,531 | 0.0003 |
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Please refer to the Notice of AGM and the Circular for the full version of the AGM Ordinary
Resolutions No. 1 to No. 9.
As more than half of the votes were cast in favour of each of the AGM Ordinary Resolutions
No. 1 to No. 9, the AGM Ordinary Resolutions No. 1 to No. 9 were duly passed.
Certain Directors, certain Supervisors and the secretary of the Board attended the AGM, and certain senior management attended the AGM as observers.
The poll at the AGM was scrutinized by the representatives of the Company's auditors, Ernst & Young (Note). The poll results of the AGM 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 AGM 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. RESIGNATION AND APPOINTMENT OF DIRECTORS
At the AGM, Mr. Graeme Jack ("Mr. Jack") was elected as an independent non-executive Director of the Company. Please refer to the Circular for the biography of Mr. Jack. Save as disclosed in the Circular, there were no matters about Mr. Jack need to be brought to the attention of the Shareholders. The term of office of Mr. Jack will be the same as the term of the current session of the Board, starting from 26 June 2015.
Reference is made to the announcement of the Company dated 13 March 2015 in respect of resignation and appointment of independent non-executive Director, Mr. Chen Lishen resigned as an independent non-executive Director with effect from 26 June 2015. He has confirmed that there is no disagreement with the Board and there are no matters concerning his resignation that need to be brought to the attention of the Shareholders.
Zhong Lun Law Firm expressed its witnessing opinion in respect to the AGM. According to the witness lawyers, the convening and convocation procedures of the AGM were in accordance with the relevant laws and administrative rules and the Articles of Association, the qualifications of the attendees at and conveners of the AGM were lawful and valid, the voting procedures of the AGM and the methods and results of the voting were lawful and valid.
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"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
26 June 2015
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. 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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