[SEASPAN CORPORATION Part I 1 Item 1. Identity of Directors, Senior Management and Advisors 2 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 27 Item 5. Operating and Financial Review and Prospects 45 Item 6. Directors, Senior Management and Employees 73 Item 7. Major Shareholders and Related Party Transactions] [AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Effective Date THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is dated as of December 7, 2012 (the “ BETWEEN: SEASPAN CORPORATION Company AND: GERRY WANG Executive WHEREAS: A. Original Agreement CEO B. The term of the Original Agreement ends on January 1, 2013 C. The Company and the Executive desire to enter into this amended] [AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT Agreement Effective Date THIS AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT (this “ Manager Gerry Wang, an individual (the “ Company Seaspan Corporation, a corporation formed under the laws of the Marshall Islands (the “ RECITALS: Original Agreement The Company and the Manager are parties to a Transaction Services Agreement dated as of March 14,] [LOCK UP AGREEMENT Agreement Company Wang This LOCK UP AGREEMENT dated as of December 7, 2012 (this “ RECITALS Employment Agreement Shares WHEREAS, Section 4(a) of the SARs Agreement provides that Wang must retain ownership of 50% of the net after tax number of Class A common shares, par value $0.01 per share, of the Company (the “ WHEREAS, as] [SEASPAN CORPORATION Stock Appreciation Rights Grant Notice and Agreement Grantee: Gerry Wang Date of Grant: December 7, 2012 1. Notice of Grant. Company SARs Shares Common Stock Agreement Employment Agreement 2. Number of Shares, Vesting and Term of SARs. Expiration Date Number of Shares Base Price Expiration Date Tranche 1 1,846,154 US$ 21.50 December 7, 2015 Tranche 2 1,898,734] [December 7, 2012 Seaspan Corporation Unit 2, 7th Floor Bupa Centre 141 Connaught Road West Hong Kong, China Attention: Chief Financial Officer Seaspan Ship Management Ltd. c/o Seaspan Corporation Unit 2, 7th Floor Bupa Centre 141 Connaught Road West Hong Kong, China Attention: Chief Financial Officer Re: Termination of SSML Employment Agreement Gentlemen: SSML Employment Agreement SSML Executive SSW Employment] [SEASPAN CORPORATION SUBSIDIARIES COMPANY NAME INCORPORATION OWNERSHIP Seaspan HHI Holding 2638-2640-2642 Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan HHI 2638 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan HHI 2640 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan HHI 2642 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan YZJ Holding 1006-1008 Ltd. Marshall] [CERTIFICATION I, Gerry Wang, Chief Executive Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION I, Sai W. Chu, Chief Financial Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of Seaspan Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 18, 2013 Gerry Wang Chief Executive Officer EX-13.1 10 d464378dex131.htm EX-13.1] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 18, 2013 Sai W. Chu Chief Financial Officer (Principal Financial and Accounting Officer) 1 EX-13.2 11 d464378dex132.htm EX-13.2] [The Board of Directors Seaspan Corporation We consent to the incorporation by reference in the Registration Statement (No. 33-151329) on Form F-3D, registration statement (No. 333-168938) on Form F-3, registration statement (No. 333-173207) on Form S-8 and registration statement (No. 333-180895) on Form F-3ASR of Seaspan Corporation of our report dated March 18, 2013, with respect to the consolidated balance]