CIMC Resolutions of the 11th Meeting of the Board of Directors 2002 ...

Stock Code: 000039,200039 Short Form of the Stock: CIMC, CIMC-B No.: 2002-010
China International Marine Containers (Group) Co., Ltd.
Resolutions of the 11 th Meeting of the Board of Directors 2002
Public Notice & Notification on Holding the 1 st Extraordinary
Shareholders’ General Meeting 2002
All members of Board of Directors of China International Marine Containers (Group)
Co., Ltd. (the Company) and the Company individually and collectively accept
responsibility for the correctness, accuracy and completeness of the contents of this
report and confirm that there are no material omissions nor errors which would render
any statement misleading.
Please be advised that the 11 th meeting of the Board of Directors of China
International Marine Containers (Group) Co., Ltd. (hereinafter referred to as the
Company) in 2002 was held by means of telecommunication. This meeting was held
in compliance with the Company Law and the Articles of Association of the Company,
in which following resolutions were examined and adopted:
I. The Company accepted the application of China Merchants Container Industry Co.,
Ltd. (hereinafter referred to as China Merchants Container) and Profit Crown Assets
Limited (hereinafter referred to as Profit Crown) respectively for transferring
102,313,410 and 22,736,313 un-listed foreign shares of the Company in hold of them
into listed B shares. Also, the Company accepted the entrustment to carry out the
issues in connection with this transfer. Such resolutions are subject to the approval in
the 1 st Extraordinary Shareholders’ General Meeting of the Company in 2002,
pursuant to WJMZYH [2002] No. 902 document Additional Circular on Certain
Problems concerning Transferring un-listed Foreign Shares into Listed B Shares of
Foreign Invested Joint Stock Limited Company.
Upon completion of this transfer, total share capital of the Company remains
unchanged while the listed B shares increases from 213,605,701shares to 338,655,424
shares, taking 66.3637% of the Company’s total share capital.
The proposal is to be implemented after the Ministry of Foreign Trade and Economic
Cooperation, CSRC and the Shenzhen Stock Exchange approve. And accordingly,
Article twenty of the Company’s Articles of Association is to be amended upon such
implementation.
II. Since the Company’s share capital structure changes with the approval of such
transfer, the Board of Directors of the Company applied to the Shareholders’ General
Meeting for the entrustment to amend the Company’s Articles of Association in terms
of capital structure. Such resolution is subject to the approval in the 1 st Extraordinary
Shareholders’ General Meeting of the Company in 2002.
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III. Mr. Zhang Limin was approved to be the Company’s independent director
candidate (for Mr. Zhang’s resume, please refer to the attachment 1), which is subject
to the approvals of the 1 st Extraordinary Shareholders’ General Meeting of the
Company 2002 as well as the CSRC and Shenzhen Securities Regulatory Office.
IV. Mr. Li Yinhui was approved to be the Company’s vice president with office term
as one year (for Mr. Li’s resume, please refer to the attachment 2).
V. The 1 st Extraordinary Shareholders’ General Meeting 2002
The 1 st Extraordinary Shareholders’ General Meeting of the Company 2002 is to be
held at Minghua International Conference Center, Shekou, Shenzhen, from 9:30 am of
Nov. 16, 2002 (Saturday).
(I) Items on Agenda
1. To examine the Proposal on Transferring Un-listed Foreign Shares of the Company
into Listed B shares
2. To examine the Application of the Board of Directors for the Entrustment to amend
the Articles of Association of the Company.
3. To examine the Proposal on Nominating Mr. Zhang Limin as independent director
candidate of the Company.
(II) Participants
1. All shareholders of the Company, who has registered with China Securities
Registration and Clearing Co., Ltd., Shenzhen Brach before the afternoon close of
Stock Exchange on Oct. 24, 2002, are entitled to the participation of the Company’s
Shareholders’ Meeting and should entrust proxies, not necessarily to be shareholder of
the Company, to attend the meeting and exercise the voting rights;
2. Directors, supervisors, senior executives including the Board Secretary;
3. Lawyer engaged by the Company.
(III) Registration Method
1. For legal representative of the legal person shareholder, engagement certificate and
ID of the legal representative as well as the certificate for shares are required in
registration.
2. For proxy entrusted by the legal person shareholder, ID of the proxy and the proxy
letter and the certificate for shares are required in registration.
3. For individual shareholder, ID of the individual shareholder and the certificate for
shares are required in registration.
4. For proxy entrusted by the individual shareholder, ID of the proxy and the proxy
letter and the certificate for shares are required in registration.
(IV) Miscellaneous
1. Proxy letter should be sent to the Company’s Finance Dept. 24 hours prior to the
convening of the meeting. (For the form, please refer to the attachment 3)
2. Liaison Tel: 0755-2669 1130
Liaison Fax: 0755-2682 6579
3. Liaison Person: Wang Xinjiu and Geng Weirong
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Board of Directors of
China International Marine Containers (Group) Co., Ltd.
Oct. 17, 2002
Attachment 1: Resume of the nominee Mr. Zhang Limin
Zhang Limin, male, born in July 1955, the professor and doctor tutor of Accounting in
the Administration Department in Zhongshan University. He was graduated from
Tianjin Financial and economic College with the major of public finance, where he
obtained the bachelor degree of Economics. In 1982, he obtained the master degree of
economics and in 1992 the doctor degree of economics with the director of
accounting and auditing. From 1982 to 1986, he acts as the teacher of Tianjin Finance
& Economy College. From 1986 to 1987, he accepted training in Canadian Chief
Auditor Government Office. From 1987 to 1991, he acted as the director and deputy
professor of Auditing Department of Tianjin Finance & Economy College, from 1993
to 1994, acted as the visiting scholar to American Illinois State University, from 1994
to 1998, acted as the professor and doctor tutor of Tianjin Finance & Economy
College, form 1999 to now, has been acting as the professor and doctor tutor of
Accounting in the Administration Department of Zhongshan University.
He had acted as the member of Canada Comprehensive Audit Funds Association,
commissioner of Auditor Qualification Examination Commission of Auditing Office,
vice chairman of Tianjin Social Association, trustee of CPA Association, deputy
director of Tianjin CPA Association and Tianjin Auditor Association, and member of
America Accounting Association. In 1993, he was awarded the special government
allowance from the State Council. At present, he acts as trustee of China Auditing
Association, Guangdong Auditing Association and as the specially engaged
researcher of City and District Economy Institution of Tianjin Nankai University.
Attachment 2. Resume of Mr. Li Yinhui
Li Yinhui, male, born in November of 1967, now acts as a cadre of in the General
Office of State Economic & Trade Commission. Graduated from the History
department of Jilin University with the bachelor degree in July 1991, and graduated
from International Business Department in Nanjing University in July 1997 with the
degree of MBA and graduated from Jilin University in Oct. 2001 with the Doctor
Degree of World Economy. From Sep. 1991 to May 1993, he worked in Chinese
Communist Youth League. From May 1993 to now, he has been worked with the
General Office of the State Economic & Trade Commission.
Attachment 3:
Proxy Letter
Name of the Consignor:
No. of shares held by the Consignor:
Name of the Consignee:
Whether or not the consignee has the voting right:
I.D. No.:
I.D. No.:
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I/We hereby appoint Mr./Mrs.
as my/our proxy to attend the First
Extraordinary Shareholders’ General Meeting 2002 of China International Marine
Containers (Group) Co., Ltd. and exercise voting right on my/our behalf.
Voting designation:
Proposal 1: for against abstaining
Proposal 2: for against abstaining
Proposal 3: for against abstaining
Whether or not the consignee has the voting right for the provisional proposal that
may be taken into the agenda of the Shareholders’ General Meeting: yes no
If yes, the consignee should execute the voting right: for against
abstaining
If the consigner does not make any specific designation, whether or not the consignee
may vote by his own will: yes no
Date of Authorization:
Valid duration of the proxy letter:
Signature (or seal of the consigner):
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