Stock Abbr.: ZJJT, ZJB Stock Code: 000039, 200039 Announcement No.: [CIMC]2012-072
China International Marine Containers (Group) Co., Ltd.
Announcement on Resolutions Made at the Twentieth Session of
the Sixth Board of Directors for 2012
China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as
“the Company”) and all members of its Board of Directors hereby ensure that this
announcement is factual, accurate and complete without any false information,
misleading statement or material omission. And the English translation is for
reference only.
In order to meet the requirements regarding H-share listing procedures and
compliance, the Company convened the 20th Session of the 6th Board of Directors for
2012 by way of telecommunication on 5 Dec. 2012. And the session was convened in
compliance with the Company Law, the Company’s Articles of Association and Rules
of Procedure for the Board of Directors.
I. The following documents were reviewed at the session:
(I) The (listing) document regarding listing location change and listing & trading of
domestically listed foreign shares on the main market of The Stock Exchange of Hong
Kong Ltd. (hereinafter referred to as “SEHK”) through introduction and relevant
listing documents
(1) The first draft of English and Chinese version made after debating the listing
document (handed round on 30 Nov. 2012) (hereinafter referred to as “listing
document”);
(2) The formal announcement draft on H-share listing (hereinafter referred to as
“formal announcement”);
(3) Verification records (hereinafter referred to as “verification records”) draft on the
content of the listing document prepared by Woo Kwan Lee & Lo (hereinafter
referred to as the legal adviser of the sponsor), the Hongkong legal adviser of the
sponsor Guotai Junan Financing Co., Ltd. (hereinafter referred to as “sponsor”),
which aims to supporting the statements of directors made in the listing document,
and ensuring the factuality, accuracy and no misleading of the information in the
listing document, as well as ensuring no substantive information that will cause any
misleading for the content of the listing document is omitted in the listing document;
(4) The draft of the Compliance Adviser Agreement (hereinafter referred to as
“Compliance Adviser Agreement”) that will be signed by the Company and the
sponsor;
(5) Framework Agreement on the Related-party Transaction of Selling Products
(hereinafter referred to as “Related-party Transaction Agreement”) that will be signed
by the Company and COSCO Pacific Ltd.;
(6) The un-audited consolidated financial statements ended as 31 Dec. 2011
(hereinafter referred to as “relevant consolidated financial statements”) for the
Company and its affiliated companies prepared by the Company’s independent
auditor KPMG (hereinafter referred to as “independent auditor”) from the year of
2009 to 2011 according to Chinese Financial Reporting Standards, which will be
enclosed as Attachment I, II and III in the listing document respectively;
(7) The un-audited consolidated financial statements for the six months ended as 30
Jun. 2012 and for the nine months ended as 30 Sept. 2012 (hereinafter referred to as
“relevant consolidated financial statements”) prepared by the Company, which will be
enclosed as Attachment IV and V in the listing document respectively, and the draft of
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the Report of Agreed-upon Procedures issued for the un-audited consolidated
financial statements by the reporting accountant PricewaterhouseCoopers (hereinafter
referred to as “reporting accountant”);
(8) Memorandum of Operating Capital Estimation for the Company (hereinafter
referred to as “Memorandum of Operating Capital Estimation”) ended as 31 Dec.
2013;
(9) Private letter draft on the adequacy of operating capital and debts in the listing
document (hereinafter referred to as “Letter of Operating Capital and Debts”)
provided by the reporting accountant;
(10) The latest draft of comfort letter on the financial information enclosed in the
listing document to be issued by the independent auditor (only covering the financial
information for the three fiscal years ended as 31 Dec. 2011); and the latest draft of
comfort letter on the financial information enclosed in the listing document issued by
the reporting accountant (only covering the financial information for the six months
ended as 30 Jun. 2012) (hereinafter referred to as “Comfort Letter”);
(11) The confirmation letter (hereinafter referred to as “8.21(A)(1) Confirmation
Letter”) on the group’s adequacy of working capital provided by the sponsor to SEHK
on 14 Nov. 2012 in accordance with the Article 8.21(A)(1) of the Listing Rules of the
Stock Exchange of Hong Kong (hereinafter referred to as “Listing Rules”);
(12) The draft of the Comfort Letter Agreement that will be signed by the reporting
accountant, the Company and the sponsor, and the draft of the Comfort Letter
Agreement (hereinafter referred to as “Comfort Letter Agreement”) that will be
signed by the independent auditor, the Company and the sponsor, and the Statement
on Reporting Accountant’s Reporting the Management Team issued by the Company
to the reporting accountant, as well as the Statement of the Management Team
(hereinafter referred to as “Statement of the Management Team”) issued by the
Company to the independent auditor;
(13) The drafts of letter of consent provided by the sponsor, reporting accountant,
independent auditor, CCID Consulting Co., Ltd. (“industrial adviser) and Commerce
& Finance Law Offices (“domestic legal adviser) respectively, which agree that the
listing document can include their letters, reports and legal opinion letter and/or quote
their name, letters, reports and legal opinion letter (hereinafter referred to as “Consent
of Experts”) according to the form and content of the listing document;
(14) The confirmation letter draft of the translators on confirming the Chinese version
is the factual and accurate translation version for the English version, and the
confirmation letter draft of the sponsor on confirming that the translators are qualified
for translating the Hongkong listing document (hereinafter referred to as “Translation
Confirmation Letter”);
(15) The original and copy of significant contracts described in Attachment IX of the
listing document;
(16) Letter sent from the sponsor to SEHK on 19 Nov. 2012 in accordance with the
stipulations of Article 8.12, 19A.15, 19A.18(1) , 3.28, 8.17, 4.01, 4.04(2) , 4.04(4)(a) ,
8.06, 9.09 and 9.11(10) as well as Paragraph 37 of Attachment 1A, and the application
for exemption is strictly in accordance with relevant requirements of the Listing Rules
(for “general application for exemption”); and letter on application for exemption of
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continuous related-party transaction sent to SEHK in accordance with the stipulations
of Chapter 14A of the Listing Rules (for “application for exemption of continuous
related-party transaction”); as well as letter on application for exemption of public
float sent to SEHK in accordance with the stipulations of Article 8.08 of the Listing
Rules (for “application for exemption of public float”) (Application for Exemption);
(17) Relevant documents regarding the HK legal advisor representing the Company to
register the Company as a non-HK company in the HK Companies Registry
(“Company Registration Documents”);
(18) The statement (Form F) draft (“Statement F”) of the Company’s one director and
secretary on H-share listing & trading made before the listing of H-share on the main
board;
(19) The draft of internal control report prepared by PricewaterhouseCoopers for the
Company’s internal control (“Internal Control Report”).
(II) Documents on stock issuance and shares registration
(1) The sample of the securities special seal used by the Company;
(2) The draft of service agreement that will be signed by the Company and
Computershare Hong Kong Investor Service Limited (“H-Share Registrar”), and the
latter is appointed as the Company’s H-Share Registrar in Hong Kong, and the
H-Share Registrar also agrees to provide the shares registration, transfer and other
relevant services for the Company;
(3) Relevant application forms regarding the Company’s application to Hong Kong
Securities Clearing Company Ltd. (HKSCC) for its issued H-shares being accepted as
qualified securities by Central Clearing, and the application for storing, clearing and
settling the Company’s issued H-shares in the Central Clearing and Settlement System
(“the Central Clearing System”) founded and managed by HKSCC as well as joining
in the Central Clearing System, which have been signed by the Company’s director or
secretary with authorization and delivered, as well as the commitment letter and
indemnity letter and other documents that the Company need to sign (“HKSCC
Application Forms and Relevant Documents”).
(4) Relevant forms and other documents regarding the Company’s application for
registering to be a user of the Electronic Submission System, including submitting the
user’s information and the consent letter on accepting the terms of using the
Electronic Submission System promulgated by SEHK according to the list of VI. C
(“Electronic Submission System Application Documents”).
(5) The latest sample of the stock certificates for the H-share to be issued by the
Company (Stocks);
(6) The Standard Shares Transfer Letter promulgated and printed by SEHK (“Standard
Shares Transfer Letter”).
(III) Legal Opinion Letter
(1) Some contents in the draft of the Legal Opinion Letter issued by domestic legal
adviser for the Company (“Domestic Legal Opinion Letter”) shall be confirmed,
including (i) confirm that it agrees to compile relevant summary of domestic
companies and securities laws and rules in Attachment VI and VIII of the listing
document, and summary of significant differences between Hong Kong Company
Law and Domestic Company Law, as well as summary of tax laws and rules; and (ii)
confirm that the Company, as the issuer and under the domestic laws, has formally
established its corporate status and been approved by all domestic relevant regulatory
departments, etc..
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(IV) Directors and supervisors
(1) The Responsibility Commitment Statement and Letter of Authorization to be filled
and signed by each director (“Responsibility Letter and Letter of Authorization”), and
the attached Statement of Interest (“Statement of Interest”);
(2) Form H that will be signed by the Company’s directors and Form I that will be
signed by the Company’s supervisors (“Form H and I”);
(3) Attachment X of Listing Rules— the copy of securities transactions code for the
directors of the listed issuer (“Transactions Code”);
(4) The Responsibility Introduction to the Directors of Companies Listed in the Main
Board of SEHK and the Responsibility Brochure on the Duties and Obligations of the
Directors of Companies Listed in the Main Board of SEHK (“Responsibility
Brochure”) prepared by Paul Hastings in Aug. 2012, and such Responsibility
Brochure has been handed round each director and supervisor in advance;
(5) The relevant copy of Code on Corporate Governance Practices in Attachment XIV
of Listing Rules (“Code on Corporate Governance Practices”);
(V) Engagement contract and appointment
(1) The service contract drafts of directors, supervisors and senior management
(“Service Contract”); of which, the session doesn’t involve any change or newly
engagement of directors, supervisors and senior management.
(VI) Others
(1) The draft of the commitment letter of each related party regarding approving the
Company’s reporting accountant to review its accounting items issued to the
Company and SEHK (“Related-party Commitment Letter”);
(2) The last draft of the Notification of Authorized Representatives that shall be
submitted by the Company according to Article 3.05 of Listing Rules (“Form AR”);
(3) The draft of commitment letter made by the Company in the listing document;
(4) The Form N5 regarding adopting new Articles of Association that shall be
submitted to the HK Companies Registry after successful listing; and
(5) The draft of consent of letter regarding adding website hyperlink in the website of
SEHK.
II. The resolutions are made in the session as follows:
(I) The “Proposal on Relevant Matters Regarding the Company’s Listing on the Main
Board of SEHK” was reviewed and approved.
1. After the Company gaining the approval on H-share listing from the Main Board
Listing Committee of SEHK, the Company is approved to:
(1) Issue the H-shares in accordance with the terms and conditions of listing
document, and issue the H-shares to the persons who choose to transfer its holding
B-shares to H-shares or HKSCC (the proxy) (if the person who chooses to transfer its
holding B-shares to H-shares orders to deposit his/her H-shares in the Central
Clearing System );
(2) Stamp or print the Company’s Securities Special Seal on all the H-shares, and
approve the Chairman of the Board of Directors of the Company or its authorized
person to sign all the H-shares. All the H-shares shall come to effects after being
signed personally or in printing by the Chairman of the Board of Directors of the
Company or its authorized person and stamped or printed the Company’s Securities
Special Seal.
(3) Register the information of all the H-share holders in the H-share holders list in
the H-share Registrar that established in Hong Kong by the Company.
8 yes-votes; 0 no-votes; 0 abstentions
(II) The “Proposal on Matters Related to Listing Papers and Listing-Related Papers”
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was reviewed and approved.
1. Listing papers were approved for submission; the directors authorized to handle
listing affairs were authorized to properly amend contents of the said papers, and
when the board signs on the papers, it means that the board approves the amendments;
it was approved to, after the main board listing approval papers from the listing
committee of SEHK were finalized, coordinate with the sponsor and approve the mass
printing and issuance of listing papers; it was approved that the final versions of
listing papers for printing and issuance should be signed by the relevant directors or
their proxies with authorization letters in writing, and the sponsor and Hong Kong
legal consultant should be instructed to submit, at a proper timing, to SEHK for
file-keeping the said final listing papers signed by the relevant directors or their
proxies with authorization letters in writing; the domestic legal consultant of the
Company should be instructed to submit the said final listing papers signed by the
relevant directors or their proxies with authorization letters in writing to the relevant
authorities of China for file-keeping and registration according to relevant laws,
regulations and the Company’s Articles of Association; and the sponsor was approved
and authorized to publish consequently, on behalf of the Company, the listing papers
at a proper time (subject to the approval time of SEHK).
2. It proposed to approve the official announcement on H-share issuance and
authorized the directors authorized to handle listing affairs or the company secretary
to properly amend the contents of the announcement. It approved the said official
announcement to be released on the website of SEHK and/or newspapers designated
by the directors authorized to handle listing affairs or the company secretary, and
approved issuing press releases about the Company’s listing through introduction.
And the directors authorized to handle listing affairs or the company secretary was
authorized to properly review and amend the contents of the said news releases.
3. It confirmed and approved the verification records submitted; the directors
authorized to handle listing affairs were authorized to properly amend the contents,
and when the board signs on the records on behalf of the Company, it means that the
board approves the amendments; and any director of the Company was authorized to
sign the verification records on behalf of the Company.
4. It approved the regulation-compliant consultant agreement submitted; the directors
authorized to handle listing affairs were authorized to properly amend the contents,
and when the board signs on the agreement on behalf of the Company, it means that
the board approves the amendments; and any director of the Company was authorized
to sign (with the company seal, if necessary) and execute the regulation-compliant
consultant agreement (including further signing any other relevant agreements and
documents).
5. It proposed to approve the related-party transaction agreement and transactions
under the said agreement; the directors authorized to handle listing affairs or the
Company secretary was authorized to properly amend the contents, and when the
board signs on the agreement on behalf of the Company, it means that the board
approves the amendments; and any director of the Company or the company secretary
was authorized to sign (with the company seal, if necessary) and execute all the
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related-party agreements.
6. Relevant audited consolidated financial statements and non-audited consolidated
financial statements that confirmed and submitted.
7. Memorandum of Operating Capital Estimation that confirmed and approved for
submission, Letter of Operating Capital and Debts that issued by the reporting
accountant, the Report of Agreed-Upon Procedures and Console Letter.
8. The Report of Internal Control that confirmed and approved for submission, its
acceptance as well as execution of its proposal.
9. Confirmation letter of 8.21(A)(1) that approved for submission.
10. The Stipulator of Console Letter the Statement of Management Team approved
for submission that relevant to the reporting accountant and the independent auditor,
and the authorization to any director of the Company or secretary of the Company to
sign up the above mentioned statement on the Company’s behalf.
11. The consent of expert separately issued by the sponsor, the reporting accountant,
the independent auditor and domestic legal advisor that confirmed for submission.
12. The translation of confirmation letter that confirmed for submission.
13. Company registration files that approved and subsequently confirmed,
authorization to Paul, Hastings, Janofsky & Walker LLP for the registration of a
non-Hong Kong company at the Hong Kong Companies Registry on the Company’s
behalf, and all written process and advice note the Company assigned Mr. Xiao
Guoqiang and Mr. Zhang Shaohui to receive in Hong Kong in accordance of the Part
11 of Hong Kong Company Formation.
14. Statement F that approved for submission and the application for exemption that
submitted with approval/confirm and subsequent confirm; application for exemption
submitted to SEHK by the sponsor that approved/confirmed and subsequently
confirmed by the Company on the Company’s behalf.
8 yes-votes; 0 no-votes; 0 abstentions.
(III) Reviewed and approved Proposal on Relevant Issues Concerning Share Issuance
and Share Register Documents
1. Approved and adopted the specific securities seal that submitted to the meeting as
the official securities seal of the Company.
2. Approved to set up a H-share Registrar of the Company in Hong Kong, confirmed
the authorization to Computershare Hong Kong Investor Service Limited for
establishing the temporary register of H-share holders at H-share Registrar the
Company set up in Hong Kong and China.
3. Approved and authorized H-share Registrar to affix or print Securities Seal of the
Company and plug the Securities Seal on shares by print and to establish and reserve
the register of H-share holders in Hong Kong.
4. Proposed, confirmed and approved Service Agreement of Registration of H Shares;
authorized the listing of H shares, authorized directors (refer to the 12th Article of
Proposal Six) or secretary of the Company to make proper rectification on its content.
If he/she sign up the Service Agreement of Registration of H Shares on behalf of the
Company, that means he/she approves and confirms the rectification of the mentioned
rectification. Authorized any directors of the Company or secretary of the Company to
sign up the proposal (and affix the seal of the Company if needed) and any documents
that relevant to the establishment and maintain of the Register of H-share Holders in
Hong Kong independently, so as make payment of expenses relevant to the Register.
5. Approved the Company to apply for the qualified securities that granted by HKEX
for its H shares, and to apply for the storage, clearing and settlement of H shares
issued by the Company as well as to apply for its entering into CCASS. Approved
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Application Form for Clearing in Hong Kong and relevant documents, authorized any
directors of the Company of secretary of the Company to sign up the application form
and relevant documents independently and take all necessary procedures of the said
application for the acceptance of CCASS.
6. Approved certificate sample of H shares of the Company and approved the print
signature of the Presidents on shares. Approved stock sample, standard Form of Stock
Transfer and authorized any directors of the Company or secretary of the Company to
make rectification on the stock sample before the approval of mass printing.
7. Approved that the Company will adopt standard Form of Stock Transfer that
adopted by SEHK at times.
8. Approved that the Company will accept printed standard Form of Stock Transfer
that submitted; and the Company will urge H-share Registrar (or its successor) to
accept the transfer documents that with print signature by HKSCC Nominees Limited
(and its successor), which acts as a transfer or transferee. In the meanwhile, the print
signature should be submitted at times with HKSCC Nominees Limited (and its
successor), and matches the signature form reserved in HKSCC Nominees Limited
(and its successor).
9. Proposed the approval, confirm and subsequent confirm of the application of ESS
to SEHK. Approved and authorized any directors, secretary of the Company and/or
his/her assigned representative to sign up application document of ESS and submit
users’ materials, so as to accept operation rules on ESS stipulated by SEHK.
8 yes-votes; 0 no-votes; 0 abstentions.
(IV) Reviewed and approved Proposal on Relevant Issues Concerning Directors,
Supervisors and Other Company Stuff
1. Assigned and confirmed that (i) Yu Yuqun takes post of the secretary, Zhang
Shaohui takes post of assistant secretary (with a term of three years since the first
trading date of H-share on SEHK); (ii) Li Jianhong, Xu Minjie, Mai Boliang, Wang
Hong, Wang Xingru, Ding Huiping, Jin Qingjun and Xu Jing’an act as director of the
Company; (iii) Lv Shijie, Huang Qianru, Feng Wanguang act as supervisor of the
Company; (iv) Li Jianghong acts as the legal representative of the Company; (v)
Guotai Junan Financial Co., Ltd. Acts as compliance adviser; and Mai Boliang and
Yu Yuqun act as authorized representatives to communicate with SEHK and Zhang
Shaohui acts as an alternative; in the meanwhile, the Company authorized all directors
to communicate with SEHK on the Company’s behalf (including interviews with all
stuff of SEHK). Of which, the session doesn’t involve any change or newly
engagement of directors, supervisors and senior management.
2. Proposed the approval and confirmation of the signature of Responsibility Letter,
Letter of Authorization, Statement on Interest, Form H and Form I signed up by all
directors and supervisors (for specific circumstances) in terms of the issuance of
H-shares.
3. Approved Service Contract and authorized all directors to sign it up on the
Company’s behalf (but the mentioned director isn’t able to sign up his/her own
Service Contract on the Company’s behalf, in the meanwhile each director shall not
vote and approve his/her Service Agreement) (and stamped with the Company Seal if
needed).
4. Approved and submitted Form AR and authorized any directors or secretary of the
Company to sign it up on the Company’s behalf.
5. In accordance with the 19A.13(2) of Listing Rules and the six paragraph of
Attachment 1A, the Company assigned Mr. Xiao Guoqiang and Mr. Zhang Shaohui to
act as authorizer of the Company according to the Part 11 of Hong Kong Company
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Formation. They will accept the arrived written process documents and advice note
etc. on the Company’s behalf.
8 yes-votes; 0 no-votes; 0 abstentions.
(V) Reviewed and approved Proposal on Relevant Issues Concerning Documents of
SEHK and Continuing Obligation
1. Adopts Transactions Code for securities transaction of directors
8 yes-votes; 0 no-votes; 0 abstentions.
(VI) Reviewed and approved Proposal on Other Issues Concerning the Listing
1. Confirmed that all facts (the Company provided to domestic lawyers) stated on
Domestic Legal Opinion Letter and all significant facets of other facts mentioned are
of truthfulness, completeness and not misleading.
2. Agreed to submit Domestic Legal Opinion Letter to SEHK and other relevant
agents issued by domestic legal advisers.
3. Approved all letters communicate with relevant websites of SEHK and all letters
sign up by persons whom authorized the Company to accept the code of ESS in
accordance of Listing Rules of SEHK.
4. Authorized all directors or secretary of the Company or all intermediaries to
provide all documents and materials to SEHK, Sponsor, H-share Registrar, relevant
regulatory or registration department of domestic and Hong Kong or it is required by
listing authorized directors (see the 12th Article of Proposal Six) or secretary.
5. Authorized the Company to provide free reference documents stated in Attachment
X of listing documents and copies of documents that required for reference in Listing
Rules after some proper charges on Paul Hastings located at 22/F Bank of China
Tower, 1 Garden Road Central Hong Kong or other site that listing authorized
directors (see the 12th Article of Proposal Six) or secretary consented according to
Listing Rules.
6. Confirmed and approved significant contracts that submitted; authorized and
approved Paul Hastings to form or assist in forming certified copy of significant
contracts.
7. Confirmed Commitment Letter of Related Parties submitted.
8. As for the Company’s issue regarding listing location change and listing & trading
of domestically listed foreign shares on the main market of The Stock Exchange of
Hong Kong Ltd., it approved, confirmed and recognized retroactively to appoint Paul
Hastings as the Company’s Hong Kong legal adviser, appoint Commerce & Finance
Law Offices as the Company’s domestic legal adviser, appoint Guotai Junan
Financing Co., Ltd. as the Company’s sponsor and domestic financial adviser for the
listing, appoint China Merchants Securities (HK) Co., Ltd. as the Company’s Hong
Kong financial adviser, appoint PricewaterhouseCoopers as the Company’s
independent auditor and concurrently reporting accountant, appoint Ione Financial
Press Limited as the Company’s printing company for the listing document; as well as
approved, confirmed and recognized retroactively the appointment agreements signed
between the Company and the above each party. It approved the sponsor to appoint
the Hong Kong legal adviser with the sponsor of Woo Kwan Lee & Lo and the
domestic legal adviser with the sponsor of Jingtian& Gongcheng Lawyers.
9. Approved and subsequent confirmed that the Company applied to register as a
non-HK company and submits Form N5 after the listing to Companies Registry in
accordance of Hong Kong Part 11 of Hong Kong Company Formation; approved that
the Company’s office address is Room 3101-3102 Infinitus Plaza, 199 Des Voeux
Road Central Sheung Wan.
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10. Approved all directors or secretary of the Company to deal with the signature of
documents and independently to sign up, plug or sign up and affix company seal on
the Company’s behalf in terms of this listing events as required by government
agencies or other organizations.
11. Confirmed that all documents of other application is reviewed; confirmed and
approved these documents, including but not limited to Form H, Form I, documents
that submitted to SEHK etc.. In terms of documents that is not completed, the
Company authorized the listing authorized directors (see the 12th Article of Proposal
Six) or secretary or his/her authorizer approves for rectification and any directors of
the Company to sign up independently on the Company’s behalf.
12. It approved and authorized Mr. Mai Boliang, executive director, to be the director
authorized to handle listing affairs. Mr. Mai was authorized to perform the
Company’s duties and execute the board’s powers regarding H-share issuance
according to resolutions of this board session, which included (but were not limited to)
the said matters designated by the resolutions of this board session to be handled by
the director authorized to handle listing affairs; to amend the said papers regarding
H-share issuance (include but not limited to papers submitted to SEHK); to approve
all amendments to any of the aforesaid papers (when the relevant director signs on the
said documents, it means that he approves the documents); and at the same time to
authorize any of the Company’s directors to, on behalf of the Company, sign, stamp
or sign & stamp with the Company’s seal or securities seal and deliver any of the
aforesaid papers, and approve and authorize any action, matter or issue that he thinks
necessary or helpful for the listing.
13. Confirmed and subsequent confirmed the letter of reply and all attachments are of
accuracy, truthfulness to submit to SEHK, Securities & Futures Commission of Hong
Kong and CSRC in terms of the issuance events of H-share.
8 yes-votes; 0 no-votes; 0 abstentions
Board of Directors
China International Marine Containers (Group) Co., Ltd.
12 December 2012
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