Stock Code: 000039¡¢200039 Short Form of Stock: CIMC, CIMC B
Public Notice No.: 2002-003
China International Marine Containers (Group) Co.,Ltd.
Resolution of the 2nd Meeting of the Board of Directors 2002 Public Notice & Notification on Holding the Shareholders¡¯ General Meeting 2001(Abstract)
Important: China International Marine Containers (Group) Co., Ltd. and all the members of its Board of Directors collectively accept responsibility for the correctness, accuracy and completeness of the contents of this public notice and confirm that there are no material omissions nor errors which would render any statement misleading.
China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as ¡°the Company¡±) held 2nd Meeting of the Board of Directors of 2002 in the meeting room on the 3/F of the Company on April 22, 2002. There should be ten directors attending the meeting, while there were actually nine. All the Supervisory Committee members attended the meeting as non-voting delegates. The convening and holding of the Meeting were in line with regulations in the PRC Company Law and the Articles of Association. The Meeting was presided by Mr. Li Jianhong, the chairman of the Board of Directors, in which the following items were reviewed and passed unanimously:
12. Reviewed and passed the Proposal on Holding 2001 Shareholders¡¯ General Meeting.
(I) Time of meeting: 9:30AM, May 31, 2002.
(II) Meeting venue: Ming Hua International Meeting Center, Shekou Industrial Zone, Shenzhen, Guangdong Province
(III) Items on agenda
1. To review 2001 Report of the Board of Directors;
2. To review 2001 Report of the Supervisory Committee;
3. To review 2001Annual Report and Summary of the Annual Report;
4. To review 2001 Profit and Dividend Distribution Preplan;
5. To reelect directors;
6. To reelect supervisor representing shareholders;
7. To review the Proposal on Issuing Additional A Shares;
(1) Proposal on issuing additional A shares which is in accordance with Administration Measures for Listed Company to Issue New Shares
In the 2000 Shareholders¡¯ General Meeting, the Company reviewed and passed the Proposal on Issuing Additional A Shares Which is in Accordance with the Administration Measures for Listed Company to Issue New Shares. According to the current laws, legislations and normative documents and in the light of the Company¡¯s situation in 2001, the Board of Directors made serious self-inspection and demonstration and confirmed that the Company was qualified for issuing new shares and submitted the application to the Shareholders¡¯ General Meeting for discussion.
(2) Proposal on adjusting quantity of additional A shares
The 2000 Shareholders¡¯ General Meeting reviewed and passed the Proposal on Application of Issuing no more than 80,000,000 RMB Ordinary Shares (A Share) in Public, and estimated distribution of profit before issuing additional shares in 2002, of which the dimension of capital shares will be enlarged. The Company now applies to adjust the quantity of additional shares to no more than 120,000,000 A shares, which has been submitted to the Shareholders¡¯ General Meeting for approval.
(3) The proposal on postponing the period of validity of the proposal on issuing additional A shares
The term of validity of the Proposal on Application of Issuing no more than 80,000,000 RMB Ordinary Shares (A Share) in Public as reviewed and passed in the 2000 Shareholders¡¯ General Meeting is one year. Now the Company decides to postpone the proposal for one more year after being approved by 2001 Shareholders¡¯ General Meeting or to postpone the proposal till the Shareholders¡¯ General Meeting cancels or changes it according to the PRC Company Law and the Articles of Association. This proposal has been submitted to the Shareholders¡¯ General Meeting for examination.
(4) Increasing of raised funds investment projects ---- the proposal on processing trailers with customers¡¯ own materials in CIMC USA INC., the Company¡¯s solely owned enterprise in USA
The total input is US$ 29 million, or RMB 240 million converted to Renminbi. The annual production of dry trailer can be 6,000 units, and the estimated annual sales income will be US$ 91.8 million, or RMB 760 million converted to Renminbi. The static and dynamic investment payback period after taxation is 4.7 years and 5.8 years respectively (including construction period). Therefore, the Company determines to raise approximately RMB 1,800 million of total additional A shares. This plan is subject to the examination in the Shareholders¡¯ General Meeting.
The above proposals need to be voted one by one.
8. To review the Proposal on Transferring of the Company¡¯s Equity Rights to China Ocean Shipping Engineering Group Co., Ltd. by China Ocean Transportation Group Head Office through Transferring of Assets;
9. To review the Proposal on Revising the Articles of Association;
10. To review the Rules of Procedures of the Shareholders¡¯ General Meeting;
11. To Review Application to the Shareholders¡¯ General Meeting for Determination of the Board on Recompense to Director Mai Boliang and Director Du Feng.
12. To Review the Proposal on Offering Guarantee to Wholly Owned of Affiliated Subsidiaries for Short-term Bank Credit, which was submitted to the Shareholders¡¯ General Meeting for discussion.
(IV) Attending of meeting
1. Participants of the meeting
(1) The participants of the meeting are the Company¡¯s shareholders of A and B share who have registered in China Securities Registration and Settlement Co., Ltd. Shenzhen Branch by the closing in the afternoon of May 27, 2002.
(2) Proxies of shareholders who are in line with the above qualification
(3) The Company¡¯s directors, supervisors and senior executives.
(4) The lawyer engaged by the Company and guests invited by the Board of Directors.
2. Registration ways
(1) Individual shareholder should bring ID card, stock account card and receipt of stocks.
(2) Shareholder¡¯s proxy should bring his ID card, proxy letter (see attachment one), stock account card and receipt of stocks of authorizer.
(3) Legal person shareholder should bring copy of business license, proxy letter from legal representative, ID card of participant and receipt of stock.
Shareholders can either make registration on spot or via written correspondence and fax. The closing date for registration via written correspondence and fax is May 31, 2002.
Liaison address: Financial Affair Office, 5/F, Financial Center, Shekou Industrial Zone, Shenzhen, Guangdong
Tel: (86) 755-6691130
Fax: (86) 755-6826579
Post code: 518067
Contact person: Mr. Wang Xinjiu , Ms. Geng Weirong
3. The shareholders should bear accommodation and transportation fees themselves. The meeting will last for a half day.
Board of Directors of
China International Marine Containers (Group) Co., Ltd.
April 30, 2002
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