II. Examined and approved the Proposal on Holding 2002 Shareholders’ General Meeting
(I) Time of the meeting: 9:30 A.M. of June 6, 2003 (Friday)
(II) Place of the meeting: R&D Center of CIMC, No. 2, Gangwan Avenue, Shekou Industrial Zone, Shenzhen, Guangdong, and PRC
(III) Agenda
1. To examine 2002 Work Report of the Board of Directors;
2. To examine 2002 Work Report of the Supervisory Committee;
3. To examine 2002 Annual Report and Summary of 2002 Annual Report;
4. To examine 2002 Profit Distribution Preplan
Audited by the domestic auditor Shenzhen Pan-China Schinda Certified Public Accountants, the Company realized a net profit of RMB 464,854,557.40 after deducting the tax and minority shareholders’ equity in 2002. Earning per share of the Company was RMB 0.9109 calculated based on the total share capital as at the end of 2002 amounting to 510,302,096 shares. 2002 profit distribution preplan is: according to accounting system in force, the 10% of the Parent Company’s net profit amounting to RMB 39,552,200.10 was appropriated as statutory surplus public reserve and 5% of the Parent Company’s net profit amounting to RMB 19,776,100.05 was appropriated as statutory welfare fund based on the Parent Company’s net profit amounting to RMB 395,522,000.97 as of the year 2002. The Company did neither dividends distribution nor did it convert capital public reserve into share capital in 2002. Adding the undistributed profit at the year-begin amounting to RMB 330,100,699.00, the profit available for distribution to shareholders as of the year 2002 was RMB 712,246,996.22, which was reserved as the undistributed profit.
The public notice of resolutions of the Board of Directors that examined and approved the aforesaid 1-4 proposals has been published on Securities Times and Ta Kung Pao dated Mar. 23, 2003.
5. Proposal on Establishment of Strategy Committee of the Board of Directors;
6. Proposal on Establishment of Remuneration and Examination Committee of the Board of Directors
The aforesaid proposal no. 5 and no.6 has been examined and approved by the 2nd meeting of the Board of Directors of year 2002.
7. Proposal on Establishment of Auditing Committee, which has been examined and approved by the 13th meeting of the Board of Directors of year 2002.
8. Proposal on Proposal of Additionally Issuing A Share
(1) Proposal on the Application for Additional Issuance of A Share of the Company’s Compliance with Management Measure of Issuance of New Share by Listed Company
(2) Issuing Proposal of this Publicly Additional Issuance of A Share
(3) Input Direction of Proceeds Raised Through this Publicly Additional Issuance of A Share
(4) Other Relevant Issues of this Publicly Additional Issuance of A Share
(IV) Attendees of the meeting
1. Shareholders of A share and B share registered at book of Shenzhen Branch of China Securities Registration Settlement Co., Ltd. ended the trade closing on the afternoon of May 23, 2002.
2. Proxies consigned by shareholders in compliance with the aforesaid situation, who are not necessary to be the shareholders of the Company.
3. Directors, supervisors and senior executives of the Company.
4. Lawyers engaged by the Company.
(V) Registration of the meeting:
1. Way of registration
(1) Legal person’s shareholders, who will let legal representatives to attend the meeting, should register with Identity Certificate of Legal Representative, Personal ID Card and Shares Holding Certificate.
(2) Legal person’s shareholders, who will let the proxies to attend the meeting, should register with Personal ID Card, Authorization Proxy and Shares Holding Certificate.
(3) Natural person’s shareholders, who will attend the meeting by themselves, should register with Personal ID Card and Shares Holding Certificate.
(4) Natural person’s shareholders, who will let the proxies to attend the meeting, should register with Personal ID Card, Authorization Proxy and Shares Holding Certificate.
2. Time and place of arrival of Authorization Proxy (Please refer to the attached for sample): Arrive at the Financial Department of the Company before 24 hours of the holding of the meeting (before May 30, 2003).
8:30—12:00A.M. 1:20—5:30P.M.
3. Contact address: Financial Department, 6th Floor, R&D Center of CIMC, No. 2 Gangwan Avenue, Shekou Industrial Zone, Shenzhen, Guangdong
Contact Tel: (0755) 26691130 ext.8649 or 8646
Fax: (0755) 26826579
Contact persons: Wang Xinjiu and Geng Weirong
4. The session term of this Shareholders’ General Meeting is half a day and the present shareholders shall bear their own accommodation and traffic expenses.
Board of Directors of
China International Marine Containers (Group) Co., Ltd.
May 7, 2003
Attached:
Authorization Proxy
Name of consigner:
ID Card of Consigner:
Shares held by consigner:
Name of consignee:
ID Card of consignee:
Whether consignee has the voting right or not:
I/We hereby appoint Mr./Ms. as my/our proxy to attend the 2002 Shareholders’ General Meeting of China International Marine Containers (Group) Co., Ltd. and exercise voting right on my/our behalf.
Instruction of voting:
Proposal Ⅰ: For Against Abstention
Proposal Ⅱ: For Against Abstention
Proposal Ⅲ: For Against Abstention
Proposal Ⅳ: For Against Abstention
Proposal Ⅴ: For Against Abstention
Proposal Ⅵ: For Against Abstention
Proposal Ⅶ: For Against Abstention
Proposal Ⅷ: For Against Abstention
Proposal Ⅷ(1): For Against Abstention
Proposal Ⅷ(2): For Against Abstention
Proposal Ⅷ(3): For Against Abstention
Proposal Ⅷ(4): For Against Abstention
If the consignee has voting right on the extraordinary proposals, which are possibly examined by the Shareholders’ General Meeting: Yes No
If yes, he/she should exercise voting right: For Against Abstention
If I, the consigner did not make detailed instruction, whether the assignee can vote according to his/her own will: Yes No
Consignment Date: Month Date , 2003
Valid term of proxy:
Consigner’s signature (or seal):
