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Renminbi-denominated

By Lori Cruz,2014-12-25 23:48
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Renminbi-denominated

    The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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 company with limited liability incorporated in the People’s Republic of China)

    H-Share Stock Code: 0317

    ANNOUNCEMENT IN RELATION TO THE RESOLUTIONS

     PASSED AT THE SECOND MEETING OF THE SIXTH TERM

    OF THE BOARD OF DIRECTORS

    This announcement is made in accordance with the paragraph (2) of rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

    The sixth term of the Board of Directors of Guangzhou Shipyard International Company Limited (the “Company”) held its second meeting at the reception room of the Company at 11:00 a.m. on Monday, June 30, 2008. 10 directors out of the total 11 attended the meeting in person, and non-executive director Mr. Miao Jian attended as proxy of non-executive director Mr. Pan Zunxian. The meeting was in compliance with the relevant requirements of Companies Law and the Articles of Association of the Company. The resolutions passed are legal and valid.

     The meeting was presided by Mr. Li Zhushi, Chairman of the Board of Directors. The resolutions were under due discussion and were passed in the meeting as follows:

1. Considered and approved separately by item the resolutions on the 2008 Rights

    Issue Proposal of the Company:

     In order to enhance the overall competitiveness of the Company, ensure achieving the medium and long term strategic objectives of the Company, facilitate the continuing, stable and rapid development of the Company, the Company proposes to raise funds by way of rights issue of A-shares and H-shares, to acquire the entire equity interest in Guangzhou Wenchong Shipbuilding Limited (hereinafter referred to as Wenchong), a wholly-owned subsidiary of China State

    Shipbuilding Corporation (hereinafter referred to as CSSC), the controlling shareholder of the

    Company.

Item 1: Class of shares and nominal value per share

    The class of shares for this issue is Renminbi-denominated ordinary shares A-shares and foreign shares H-shares of 1.00 each.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

Item 2: Issue basis and quantity

    The total share capital of the Company after the close of trading on the record date for the rights issue is the base factor of the share issue, all qualifying shareholders will be entitled to participate in the rights issue on the basis of 3 rights shares for every 10 shares held. On the basis of the total share capital of 494,677,274 shares at the date of the meeting, the number of rights shares to be issued is 148,403,274, of which the number of A rights shares is 101,183,874, and the number of H rights shares is 47,219,400. Appropriate adjustments will be made for bonus shares and dividends and other events which change the total number of issued shares of the Company, on the basis of 3 shares for every 10 shares held. CSSC has undertaken to subscribe for all of its pro rata entitlement under the

    rights issue and the rights issue of H-shares will be fully underwritten.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

Item 3: Subscription price and basis of determination

    (1) Subscription price: the base factor is the average closing price of A-shares and H-shares, whichever is lower, of the 20 trading days immediately prior to the date of the rights issue announcement, with a discount to be determined based on prevailing market conditions. The Board of Directors is authorized to negotiate with the Lead Underwriter to determine the subscription price according to market conditions prior to the issue, and the subscription price of domestic shares and foreign shares are the same.

    (2) Basis of Price Determination: ?1 by taking reference of the share price of the Company and

    its price-earnings ratio conditions in the secondary market; ?2 the capital funding requirements of the

    investment projects and the arrangements of the usage of fund of the projects, ?3 not less than the

    latest net asset value per share of the Company, audited and determined by domestic auditors, according to PRC GAAP; ?4 the pricing of similarly structured rights issues; ?5 the market

    conditions of the primary and secondary markets at the time of price determination. The Company and the Lead Underwriter will negotiate and determine the issue price after considering the above factors.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

Item 4: Target subscribers

    All A-shares shareholders whose names appear on the register of members after the close of trading on the record date, and all qualifying H-shares shareholders whose names appear on the register of members on the record date.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

    Item 5: Use of proceeds of rights issue cum the acquisition of the entire equity interests in Guangzhou Wenchong Shipbuilding Limited

    The funds raised will be used for the acquisition of the entire equity interest in Wenchong. If the net proceeds of the rights issue is less than the consideration, the difference will be funded by internal resources of the Company. If the net proceeds of the rights issue is more than the consideration, the

difference will be used as working capital of the Company.

    The Company will set up a special deposit and saving mechanism for the funds raised, and the proceeds will be deposited into a dedicated account to be determined by the Board of Directors of the Company.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

Item 6: Validity period of the resolution

    The rights issue resolutions are valid for 12 months from the date of passing the resolutions at the First Extraordinary General Meeting of 2008, First Class Meeting of Domestic Shares of 2008 and First Class Meeting of Foreign Shares of 2008.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

    Item 7: The mandate granted to the Board of Directors to handle the general matters of the rights issue

    In order to ensure the smooth execution of the relevant issues of the rights issue, shareholders will be requested at the general meeting of the Company to authorize the Board of Directors to have full discretion to handle all relevant matters of the rights issue, which include:

    (1) authorizing the Board of Directors with full discretion to handle application for approval and reporting of the rights issue;

    (2) determining and organizing the implementation of the details of the rights issue proposal according to the conditions permitted by China Securities Regulatory Commission and to determine the time schedule, terms and conditions of the rights issue in view of the market conditions;

    (3) authorizing the Board of Directors to execute, amend, supplement, submit, report and implement various documents and agreements relevant to the rights issue;

    (4) authorizing the Board of Directors to amend the relevant provisions of the Articles of Association and to process the registration of changes at the Administration for Industry and Commerce Bureau;

    (5) authorizing the Board of Directors to have full discretion in participating in the procedures of State-owned Equity Interest Listed For Trading relevant to the transfer of the entire equity interest in Wenchong by CSSC;

    (6) authorizing the Board of Directors to handle all other matters relevant to the rights issue as permitted by relevant laws and regulations; and

    (7) ratifying any of the above matters and acts performed by the Board of Directors prior to the date of the general meeting.

    Total number of valid votes were 7, of which 7 were in favor, 0 were against, and 0 abstained.

     The four connected directors of the Company (namely directors Messrs. Li Zhushi, Yu Baoshan, Pan Zunxian, Miao Jian) abstained from voting on all items of this resolution, and all other seven unconnected directors (namely independent directors Messrs. Wang Xiaojun, Lee Sun-leung, Sunny, Chen Xin and Peng Xiaolei and executive directors Messrs. Han Guangde, Chen Jingqi, Zhong Jian) voted in favor.

    This resolution shall be submitted to the First Extraordinary General Meeting of 2008 for consideration as a special resolution by the passing of two-thirds of the voting rights of all the shareholders attending the general meeting. As the resolution is a connected transaction/of material interest to CSSC, CSSC will, as connected party/party with material interest, be required to abstain

from voting.

    This resolution shall be submitted to the First Class Meeting of Domestic Shares of 2008 and First Class Meeting of Foreign Shares of 2008 for consideration as a special resolution by the passing of two-thirds of the voting rights of all of the holders of A-shares and all the holders of H-shares attending the class meetings respectively. As the resolution is a connected transaction/of material interest to CSSC, CSSC will, as connected party/party with material interest, be required to abstain from voting at the First Class Meeting of Foreign Shares of 2008.

     The Rights Issue Proposal, after being approved at the First Extraordinary General Meeting of 2008, First Class Meeting of Domestic Shares of 2008 and First Class Meeting of Foreign Shares of 2008 of the Company, shall be submitted to the China Securities and Regulatory Commission for approval before implementation, and the Company shall complete the transaction of acquiring the entire equity interest in Wenchong with CSSC according to the procedures of China Beijing Equity Exchange.

    2. Approved the feasibility study report on the investment projects regarding the fund raising

    proposal.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

     The four connected directors of the Company (namely directors Messrs. Li Zhushi, Yu Baoshan, Pan Zunxian, Miao Jian) abstained from voting, and all other seven unconnected directors (namely independent directors Messrs. Wang Xiaojun, Lee Sun-leung, Sunny, Chen Xin and Peng Xiaolei and executive directors Messrs. Han Guangde, Chen Jingqi, Zhong Jian) voted in favor.

    3. Approved the resolution in respect of the arrangement of the undistributed profits before the rights issue.

    Upon the completion of the issue, both new and old shareholders of the Company are entitled to share the undistributed profit brought forward prior to the rights issue.

    Total number of valid votes were 11, of which 11 were in favor, 0 was against, and 0 abstained.

4. Agreed that the Company will execute the supplemental agreement to the Framework

    Agreement for Continuing Connected Transactions in 2007 to 2009 with CSSC.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

     The four connected directors of the Company (namely directors Messrs. Li Zhushi, Yu Baoshan, Pan Zunxian, Miao Jian) abstained from voting, and all other seven unconnected directors (namely independent directors Messrs. Wang Xiaojun, Lee Sun-leung, Sunny, Chen Xin and Peng Xiaolei and executive directors Messrs. Han Guangde, Chen Jingqi, Zhong Jian) voted in favor.

5. Agreed that the Company will execute the conditional second supplemental agreement to the

    Framework Agreement for Continuing Connected Transactions in 2007 to 2009 with CSSC.

    Total number of valid votes were 7, of which 7 were in favor, 0 was against, and 0 abstained.

     The four connected directors of the Company (namely directors Messrs. Li Zhushi, Yu Baoshan, Pan Zunxian, Miao Jian) abstained from voting, and all other seven unconnected directors (namely

    independent directors Messrs. Wang Xiaojun, Lee Sun-leung, Sunny, Chen Xin and Peng Xiaolei and executive directors Messrs. Han Guangde, Chen Jingqi, Zhong Jian) voted in favor.

    6. Approved the resolution regarding the change of name of the Company, and to propose at

    the general meeting to authorize the Board of Directors to handle corresponding

    amendments to the Articles of Association

    The name of the Company is proposed to be changed to:

    Chinese Name: 广州中船国际股份有限公司

    English Name: Guangzhou CSSC International Company Limited

    Abbreviation of Chinese name: 中船国际

    Abbreviation of English name: CSSCI

    Total number of valid votes were 11, of which 11 were in favor, 0 was against, and 0 abstained.

     Resolutions 2 to 5 shall be submitted to the First Extraordinary General Meeting of 2008 for consideration as ordinary resolutions and be resolved by the passing of simple majority of the voting rights of all the shareholders attending the general meeting. Resolution 6 shall be submitted to the First Extraordinary General Meeting of 2008 for consideration as a special resolution by the passing of two-thirds of the voting rights of all the shareholders attending the general meeting. As Resolutions 24 and 5 are connected transactions/of material interest to CSSC, CSSC will, as connected party/party with material interest, be required to abstain from voting.

    7. Agreed to convene the First Extraordinary General Meeting of 2008, First Class Meeting of

    Domestic Shares of 2008, and First Class Meeting of Foreign Shares of 2008 before August

    20, 2008, with the Company Secretary authorized to fix the date after consultation with the

    relevant authorities, issue the notices and handle all matters in connection therewith.

    Total number of valid votes were 11, of which 11 were in favor, 0 was against, and 0 abstained.

    This announcement is made in accordance with the paragraph (2) of rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

    By order of the Board

    Guangzhou Shipyard International Company Limited

    Li Zhidong

    Company Secretary

    Guangzhou, June 30, 2008

    As at the date of this announcement, the Board of the Company is composed of eleven directors, namely executive directors Messrs. Li Zhushi, Han Guangde, Chen Jingqi, Zhong Jian, non-executive directors Messrs. Yu Baoshan, Pan Zunxian, Miao Jian, and independent non-executive directors Messrs. Wang Xiaojun , Lee Sun-leung, Sunny, Chen Xin and Peng Xiaolei.

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