AI assistant
COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2020
Feb 17, 2020
50782_rns_2020-02-17_5549257d-aec0-4095-9e7c-096445156b1f.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
==> picture [108 x 72] intentionally omitted <==
中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.*
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 02866)
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The “Announcement of COSCO SHIPPING Development Co., Ltd. on Public Solicitation of Voting Rights by Independent Directors” as published by COSCO SHIPPING Development Co., Ltd. in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 17 February 2020 is enclosed hereto as overseas regulatory announcement in Chinese and English for your reference only. In case of any inconsistencies between the Chinese version and the English Translation, the Chinese version shall prevail.
By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen Company Secretary
17 February 2020
As at the date of this announcement, the Board comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua, being independent non-executive Directors.
- The Company is a registered non-Hong Kong company as defined under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “COSCO SHIPPING Development Co., Ltd.”.
Stock Abbreviation: COSCO SHIPPING Development Stock Code: 601866 Announcement No.: Lin 2020-010
中遠海運發展股份有限公司
COSCO SHIPPING DEVELOPMENT CO., LTD.
ANNOUNCEMENT ON PUBLIC SOLICITATION OF VOTING RIGHTS BY INDEPENDENT DIRECTORS
The board of directors and all directors of the Company warrant that the contents of this announcement do not contain any false information, misleading statement or material omission, and that they shall jointly and severally accept liabilities for the truthfulness, accuracy and completeness of the contents of this announcement.
IMPORTANT:
● Period for solicitation of voting rights: the period from 2 March 2020 to 4 March 2020
● The opinions of the soliciting party as an independent director of the board of directors of the Company on all voting matters: Agreed
● The soliciting party does not hold any shares of the Company
Pursuant to the relevant requirements of the “Administrative Measures on Share Option Incentives of Listed Companies” (hereinafter referred to as the “Administrative Measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Lu Jianzhong, an independent director of COSCO SHIPPING Development Co., Ltd. (hereinafter referred to as “COSCO SHIPPING Development” or the “Company”), acts as the soliciting party to solicit voting rights from all shareholders of the Company in connection with the relevant resolutions in relation to the share option incentive scheme (hereinafter referred to as the “Share Option Incentive Scheme”) to be considered at the first extraordinary general meeting of 2020, the first A shares class meeting of 2020 and the first H shares class meeting of 2020 of the Company to be convened on 5 March 2020.
I. Basic Information of the Soliciting Party, Voting Advice on the Soliciting Party as to Voting Matters and the Reasons for Such Advice
Lu Jianzhong, the soliciting party (hereinafter referred to as the “Soliciting Party”) currently serving as an independent director, does not hold any shares of the Company. As an independent director of the Company, Lu Jianzhong voted in favour of the resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Draft)” and the summary thereof, the resolution on the “Administrative Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd.”, the resolution on the “Appraisal Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd.” and the resolution on the “Authorisation to the Board of Directors to Deal with All Matters in Relation to the Share Option Incentive Scheme of the Company to be proposed at the General Meetings”, which were considered and approved at the seventh meeting of the sixth session of the board of directors of the Company, and the resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Revised Draft)” and the summary thereof and the resolution on the “Appraisal Measures of the Share Option Incentive
Scheme of COSCO SHIPPING Development Co., Ltd. (Revised)” which were considered and approved at the tenth meeting of the sixth session of the board of directors of the Company. The reasons are as follows: the implementation of the Share Option Incentive Scheme is conducive to the Company’s business development, reflecting the Company's business performance objectively, giving full play to the incentive effects of the Share Option Incentive Scheme on its management and core staff, and beneficial to the long-term continuous development of the Company, and there is no prejudice to the interests of the Company and the shareholders as a whole.
II. General Information of the General Meetings
(I) 2020 First Extraordinary General Meeting
(1) Date and Time of the Meeting
Date and time of on-site meeting: at 13:30 p.m. on 5 March 2020.
Date and time of online voting (only applicable to holders of A shares): The Company will adopt the Shanghai Stock Exchange Online Voting System. The time for voting on the voting platform of the trading system will be the trading hours on the date of convening the extraordinary general meeting, i.e. 9:15 to 9:25, 9:30 to 11:30, 13:00 to 15:00; the time for voting on the voting platform via the Internet will be 9:15 to 15:00 on the date of convening the extraordinary general meeting.
(2) Venue of Meeting: Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai
(3) Resolutions subject to the solicitation of voting rights
| No. | Resolutions |
|---|---|
| Resolutions subject tonon-cumulative voting | |
| 1.00 | Resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co.,Ltd. (RevisedDraft)”and the summary thereof |
| 1.01 | Purpose and principles ofthe Share Option Incentive Scheme |
| 1.02 | Managementinstitutionofthe Share Option Incentive Scheme |
| 1.03 | Basis ofdetermining the participants and the scope ofthe participants |
| 1.04 | Incentive instrument and source, number and allocation of the underlying shares |
| 1.05 | Validity period and arrangements for the grant and exercise of the Share Option Incentive Scheme |
| 1.06 | Exercise price and gains ofthe Share Options |
| 1.07 | Conditions ofgrant and conditions ofexercise ofthe share options |
| 1.08 | Methods and procedures for adjustments to the share options |
| 1.09 | Accounting treatment of the Share Option Incentive Scheme and impact on the operating results of the Company |
| 1.10 | Procedures for implementation of the Share Option Incentive Scheme, grant ofshare options and exercise ofshare options by the participants |
| 1.11 | Rights and obligations ofthe Company and the participants |
| 1.12 | Handling of special circumstances under the Share Option Incentive Scheme |
| No. | Resolutions |
|---|---|
| Resolutions subject tonon-cumulative voting | |
| 1.13 | Management, amendment and termination of the Share Option Incentive Scheme |
| 1.14 | Disclosure in relation to the implementation of the Share Option Incentive Scheme |
| 2. | Resolution on the “Administrative Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd.” |
| 3. | Resolution on the “Appraisal Measures on Share Option Incentive Scheme ofCOSCO SHIPPINGDevelopment Co.,Ltd. (Revised)” |
| 4. | Resolution on the “Authorisation to the Board of Directors to Dealwith All Matters in Relation to the Share Option Incentive Scheme of the Company to be proposed at the General Meetings” |
(II) 2020 First A Shares Class Meeting
(1) Date and Time of the Meeting
Date and time of on-site meeting: at 13:30 p.m. on 5 March 2020.
Date and time of online voting (only applicable to holders of A shares): The Company will adopt the Shanghai Stock Exchange Online Voting System. The time for voting on the voting platform of the trading system will be the trading hours on the date of convening the extraordinary general meeting, i.e. 9:15 to 9:25, 9:30 to 11:30, 13:00 to 15:00; the time for voting on the voting platform via the Internet will be 9:15 to 15:00 on the date of convening the extraordinary general meeting.
(2) Venue of Meeting: Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai
(3) Resolutions subject to the solicitation of voting rights
| No. | Resolutions |
|---|---|
| Resolutions subject tonon-cumulative voting | |
| 1.00 | Resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Revised Draft)”and the summary thereof |
| 1.01 | Purpose and principles ofthe Share Option Incentive Scheme |
| 1.02 | Managementinstitutionofthe Share Option Incentive Scheme |
| 1.03 | Basis ofdetermining the participants and the scope ofthe participants |
| 1.04 | Incentive instrument and source, number and allocation of the underlying shares |
| 1.05 | Validity period and arrangements for the grant and exercise of the Share Option Incentive Scheme |
| 1.06 | Exercise price and gains ofthe share options |
| 1.07 | conditions ofgrant and conditions ofexercise ofthe share options |
| No. | Resolutions |
|---|---|
| Resolutions subject tonon-cumulative voting | |
| 1.08 | Methods and proceduresforadjustments to the share options |
| 1.09 | Accounting treatment of the Share Option Incentive Scheme and impact on the operatingresults ofthe Company |
| 1.10 | Procedures for implementation of the Share Option Incentive Scheme, grant of share options and exercise of share options by the participants |
| 1.11 | Rights and obligations ofthe Company and the participants |
| 1.12 | Handling of special circumstances under the Share Option Incentive Scheme |
| 1.13 | Management, amendments and termination of the Share Option Incentive Scheme |
| 1.14 | Disclosure in relation to the implementation of the Share Option Incentive Scheme |
| 2. | Resolution on the “Administrative Measures on Share Option Incentive Scheme ofCOSCO SHIPPINGDevelopment Co.,Ltd.” |
| 3. | Resolution on the “Appraisal Measures on Share Option Incentive Scheme ofCOSCO SHIPPINGDevelopment Co.,Ltd. (Revised)” |
| 4. | Resolution on the “Authorisation to the Board of Directors to Deal with All Matters in Relation to the Share Option Incentive Scheme of the Company to beProposed at the General Meetings” |
(III) 2020 First H Shares Class Meeting
(1) Date and Time of the Meeting
Date and time of on-site meeting: at 13:30 p.m. on 5 March 2020.
(2) Venue of Meeting: Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai
(3) Resolutions subject to the solicitation of voting rights
| No. | Resolutions |
|---|---|
| Resolutions subject tonon-cumulative voting | |
| 1.00 | Resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Revised Draft)”and its summary thereof |
| 1.01 | Purpose and principles ofthe Share Option Incentive Scheme |
| 1.02 | Managementinstitutionofthe Share Option Incentive Scheme |
| 1.03 | Basis ofdetermining the participants and the scope ofthe participants |
| 1.04 | Incentive instrument and source, number and allocation of the underlying shares |
| 1.05 | Validity period and arrangements for the grant and exercise of the Share Option Incentive Scheme |
| 1.06 | Exercise price and gains ofthe share options |
| No. | Resolutions |
|---|---|
| Resolutions subject tonon-cumulative voting | |
| 1.07 | Conditions ofgrant and conditions ofexercise ofthe share options |
| 1.08 | Methods and proceduresforadjustments to the share options |
| 1.09 | Accounting treatment of the Share Option Incentive Scheme and impact on the operatingresults ofthe Company |
| 1.10 | Procedures for implementation of the Share Option Incentive Scheme, grant ofShare Options and exercise ofShare Options by the participants |
| 1.11 | Rights and obligations ofthe Company and the participants |
| 1.12 | Handling of special circumstances under the Share Option Incentive Scheme |
| 1.13 | Management, amendments and termination of the Share Option Incentive Scheme |
| 1.14 | Disclosure in relation to the implementation of the Share Option Incentive Scheme |
| 2. | Resolution on “Administrative Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd.” |
| 3. | Resolution on “Appraisal Measures on Share Option Incentive Scheme of COSCO SHIPPINGDevelopment Co.,Ltd. (Revised)” |
| 4. | Resolution on the “Authorisation to the Board of Directors to Deal with All Matters in Relation to the Share Option Incentive Scheme of the Company to be proposed at the General Meetings” |
For details of the first extraordinary general meeting of 2020, the first A Shares class meeting of 2020 and the first H Shares class meeting of 2020 of the Company, please refer to the respective notices of such meetings disclosed on 17 February 2020 in the designated information disclosure media of the CSRC.
III. Solicitation Proposal
(1) Targets of solicitation: Holders of A shares of the Company whose names appear on the register of members maintained by the Shanghai Branch of China Securities Depository and Clearing Corporation Limited upon closing of the trading session on Thursday, 27 February 2020 and holders of H shares whose names appear on the register of members maintained by the Computershare Hong Kong Investor Services Limited upon closing of the trading session on Friday, 28 February 2020.
(2) Solicitation period: the period from 2 March 2020 to 4 March 2020
(3) Procedures of solicitation:
-
If any target of solicitation decides to appoint the Soliciting Party to vote on his/her behalf, for holders of A shares, he/she shall complete each of the items specified in the proxy form for solicitation of voting rights in the format and content as provided for in the appendices to this announcement; for holders of H shares, he/she shall complete each of the items specified in the proxy form for solicitation of voting rights by the independent non-independent director from holders of H shares class meeting in the format and content as provided therein.
-
An appointer shall provide to the Soliciting Party a list of documents proving his/her shareholder’s identity and his/her expression of intent relating to the appointment, including but not limited to:
For holders of A shares:
(1) A legal person shareholder shall provide an original of the proxy form and a photocopy of each of its business licence, identity certification of the legal representative and the shareholder’s account card, and for all documents to be provided by the legal person shareholder as required under this provision, the legal representative shall sign, and affix a common seal of such legal person shareholder on, each and every single page of such documents;
(2) A natural person shareholder shall provide an original of the proxy form and a photocopy of each of his/her identity card and his/her shareholder’s account card;
(3) If the proxy form is signed by a third party authorised by the shareholder, such proxy form shall be notarised by a public notary and a notarial certificate shall be submitted together with the original of the proxy form. Proxy forms signed by shareholders on their own or by legal representatives of the relevant shareholders shall not be subject to notarisation.
For holders of H shares:
Holders of H shares are required to complete and sign the proxy form in accordance with the instructions set forth in the proxy form for solicitation of voting rights by the independent non-executive director from holders of H shares. If the proxy form is signed by a third party authorised by the shareholder, such proxy form shall be notarised by a public notary and a notarial certificate shall be submitted together with the original of the proxy form. Proxy forms signed by shareholders on their own or by legal representatives of the relevant shareholders shall not be subject to notarisation.
- Once a shareholder appointing the voting proxy has duly prepared the relevant documents in accordance with the steps set forth above, such shareholder shall deliver all documents specified in paragraph 2 above by hand, by registered post or by express courier to the address set out below. In the event of delivery by registered post or express courier, the date of delivery shall be the date on which the recipient as stated below has signed the relevant return receipt.
Holders of A shares appointing the voting proxy shall deliver the proxy forms and the relevant documents to the following address and recipient:
Address: 5th Floor, 5299 Binjiang Dadao, Pudong New District, Shanghai, PRC Attention: Gao Chao
Telephone: (021) 6596 7333
Holders of H shares appointing the voting proxy shall deliver the proxy forms and the relevant documents to the following address and recipient:
Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
Attention: Computershare Hong Kong Investor Services Limited Telephone:+852 2862 8555
All documents provided shall be properly sealed and the telephone number and name of the contact person of the shareholder appointing the voting proxy shall be specified, and the expression “Proxy Form for Solicitation of Voting Rights” shall also be marked in a prominent position.
- Upon delivery of the documents by the shareholders appointing the voting proxy, witness lawyers of the law firm engaged by the Company shall verify the aforesaid documents submitted by the legal person shareholders and natural person shareholders and shall pass proxy forms that have been confirmed to be valid upon verification to the Soliciting Party for exercising the voting right.
(1) Upon verification, proxy forms that have satisfied all of the following conditions shall be confirmed to be valid:
(a) The proxy forms together with the relevant documents prepared in accordance with the requirements of procedures for solicitation contained in this announcement have been delivered to the designated addresses;
(b) The proxy forms together with the relevant documents have been delivered to the designated addresses within the solicitation period;
(c) Shareholders have completed and signed the proxy forms in the form as prescribed in the appendices to this announcement or the proxy form for solicitation of voting rights by the independent non-executive directors from holders of H shares, and the details relating to such proxy are clear and the relevant documents submitted are true, complete and valid;
(d) The proxy forms and the relevant documents are consistent with the information recorded in the register of members of A shares upon closing of the trading session on Thursday, 27 February 2020 and the register of members of H shares upon closing of the trading session on Friday, 28 February 2020.
(2) If a shareholder gives duplicate voting instructions to the Soliciting Party in respect of the matters under solicitation but the details of such instructions are inconsistent, the last proxy form executed by the shareholder shall be treated as valid; if it is unable to determine the timing of execution, the last proxy form received shall be treated as valid.
(3) Appointment of the Soliciting Party as a shareholder’s proxy in respect of the matters under solicitation will not preclude him/her from attending the meetings in person or by proxy.
(4) If a proxy form confirmed to be valid falls under any of the following circumstances, the Soliciting Party may handle as follows:
(a) After appointing the Soliciting Party as his/her proxy in relation to the voting rights for matters under solicitation, a shareholder may expressly revoke in writing his/her appointment of the Soliciting Party as his/her proxy prior to the close of registration for the meetings, in which case such appointment of proxy will be deemed invalid by the Soliciting Party;
(b) If a shareholder has appointed a third party other than the Soliciting Party as his/her proxy in relation to the voting rights for matters under solicitation so to register for and attend meeting, and expressly revokes in writing his/her appointment of the Soliciting Party prior to the registration of the on-site meeting, such appointment to act as the proxy shall be deemed invalid by the Soliciting Party;
(c) A shareholder shall specify his/her voting instruction in connection with matters under solicitation in the proxy form to be submitted and shall tick “For”, “Against” or “Abstain” as appropriate. If more than one options have been made, the Soliciting Party shall treat his appointment to act as the proxy as invalid. If no voting instruction is given, the proxy will be entitled to exercise his/her discretion;
(d) The same voting right may only be exercised by way of either on-site voting, solicitation of votes by independent directors or online voting for the same resolution. In the event of duplicate voting of the same voting right, the first voting result shall prevail. In the event that the timing of voting cannot be determined and there is inconsistency between votes cast by way of other methods and those specified in the proxy form for the solicitation of voting rights by independent directors in relation to the same resolution, the latter shall prevail.
The Soliciting Party: Lu Jianzhong 17 February 2020
Appendix 1: Shareholder’s P rox y Form for the 2020 First Extraordinary General Meeting
Proxy Form for the Solicitation of Votes by the Soliciting Party at the 2020 First Extraordinary General Meeting of COSCO SHIPPING Development Co., Ltd.
I/We confirm in my/our capacity as the appointing party that prior to signing this proxy form, I/we have read carefully the “Announcement on the Public Solicitation of Votes by the Independent Directors of COSCO SHIPPING Development Co., Ltd.”, the “Notice of the 2020 First Extraordinary General Meeting, the 2020 First A Shares Class Meeting” and the “2020 First H Shares Class Meeting of COSCO SHIPPING Development Co., Ltd.”, together with other relevant documents prepared by the Soliciting Party and published for solicitation of votes, and have been sufficiently informed of the relevant details relating to the principles and objectives of the this solicitation of votes. Prior to the registration of the on-site meeting, I/we have the right to revoke the appointment of the Soliciting Party under this proxy form, or to amend the contents of this proxy form, at any time in accordance with the procedures determined in the announcement on the solicitation of votes by the independent directors.
I/we, as the appointing party, hereby appoint in my capacity Lu Jianzhong, an independent director of COSCO SHIPPING Development Co., Ltd., as my/our proxy to attend the 2020 first extraordinary general meeting of COSCO SHIPPING Development Co., Ltd. to be convened on 5 March 2020 and to exercise the voting rights as instructed in the proxy form in connection with matters to be considered during the meeting.
My/our voting opinions in respect of the matters for which votes are being solicited are as follows:
| No. | Resolutions subject to non-cumulative voting | ForNote 1 | Against Note 1 |
Abstain Note 1 |
|---|---|---|---|---|
| 1.00 | Resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Revised Draft)”and its summary thereof |
|||
| 1.01 | Purpose and principles of the Share Option Incentive Scheme |
|||
| 1.02 | Management institution of the Share Option Incentive Scheme |
|||
| 1.03 | Basis of determining the participants and the scope ofthe participants |
|||
| 1.04 | Incentive instruments and source, number and allocation of the underlying shares |
|||
| 1.05 | Validity period, arrangements for the grant and exercise of the Share Option Incentive Scheme |
|||
| 1.06 | Exerciseprice andgains of the share options | |||
| 1.07 | Conditions of grant and conditions of exercise of the Share Options |
|||
| 1.08 | Methods and procedures for adjustments to the share options |
|||
| 1.09 | Accounting treatment of the Share Option Incentive Scheme and impact on the operating results of the Company |
| No. | Resolutions subject to non-cumulative voting | ForNote 1 | Against Note 1 |
Abstain Note 1 |
|---|---|---|---|---|
| 1.10 | Procedures for implementation of the Share Option Incentive Scheme, grant of the share options and exercise of the share options by the participants |
|||
| 1.11 | Rights and obligations of the Company and the participants |
|||
| 1.12 | Handling of special circumstances under the Share Option Incentive Scheme |
|||
| 1.13 | Management, amendments and termination of the Share Option Incentive Scheme |
|||
| 1.14 | Disclosure in relation to the implementation of the Share Option Incentive Scheme |
|||
| 2. | Resolution on the “Administrative Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd.” |
|||
| 3. | Resolution on the “Appraisal Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Revised)” |
|||
| 4. | Resolution on the “Authorisation to the Board of Directors to Deal with All Matters in Relation to the Share Option Incentive Scheme of the Company to beProposed at the General Meetings” |
Note 1: If you intend to vote in favour of any resolution, please put a “√” under the “For” column; and if you intend to vote against any resolution, please put a “√” under the “Against” column. You are allowed to select either option only. If you abstain from the voting, please put a “√” under the “Abstention” column. If more than one options have been made, the Soliciting Party shall treat his appointment to act as the proxy as lapsed; or if no direction is given, the proxy may vote or abstain as he/she thinks fit.
Effective period of this proxy form: From the date of execution to the end of the 2020 First Extraordinary General Meeting
Information to be completed by a natural person holder of A shares:
Shareholder’s account number of the appointer:
Number of shares held by the appointer:
Identity card number of the appointer:
Signature of the natural person shareholder:
Contact number:
Fax number:
Correspondence address:
Postal code:
Information to be completed by a legal person holder of A shares:
Name and seal of the legal person shareholder:
Signature of the legal representative:
Contact person:
Telephone number:
Fax number:
Correspondence address:
Postal code:
Date of Execution:
Appendix 2: Shareholder’s Proxy Form for the 2020 First A Shares Class Meeting
Proxy Form for the solicitation of votes by the Soliciting Party at the 2020 First A Shares Class Meeting of COSCO SHIPPING Development Co., Ltd.
I/We, confirm in my/our capacity as the appointing party that prior to signing this proxy form, I/we have read carefully the “Announcement on the Public Solicitation of Votes by the Independent Directors of COSCO SHIPPING Development Co., Ltd.”, the “Notice of Convening the 2020 First Extraordinary General Meeting, the 2020 First A Shares Class Meeting” and the “2020 First H Shares Class Meeting of COSCO SHIPPING Development Co., Ltd.”, together with other relevant documents prepared by the Soliciting Party and published for solicitation of votes, and have been sufficiently informed of the relevant details relating to the principles and objectives of this solicitation of votes. Prior to the registration of the on-site meeting, I/we have the right to revoke the appointment of the Soliciting Party under this proxy form, or to amend the contents of this proxy form, at any time in accordance with the procedures determined in the announcement on the solicitation of votes by the independent directors.
I/We hereby appoint in my capacity as an appointing party, Lu Jianzhong, an independent director of COSCO SHIPPING Development Co., Ltd., as my/our proxy to attend the 2020 First A Shares Class Meeting of COSCO SHIPPING Development Co., Ltd. to be convened on 5 March 2020 and to exercise the votes as instructed in this proxy form in connection with matters to be considered during the meeting.
My/our voting opinions in respect of the matters for which votes are being solicited are as follows:
| No. | Resolutions subject to non-cumulative voting | ForNote 1 | Against Note 1 |
Abstain Note 1 |
|---|---|---|---|---|
| 1.00 | Resolution on the “Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (RevisedDraft)”and the summary thereof |
|||
| 1.01 | Purpose and principles of the Share Option Incentive Scheme |
|||
| 1.02 | Management institution of the Share Option Incentive Scheme |
|||
| 1.03 | Basis of determining the participant and the scope of the participants |
|||
| 1.04 | Incentives instruments and source, number and allocation of the underlying shares |
|||
| 1.05 | Validity period, arrangements for the grant and exercise ofthe Share Option Incentive Scheme |
|||
| 1.06 | Exerciseprice andgains of the share options | |||
| 1.07 | Conditions of grant and conditions of exercise of the share options |
|||
| 1.08 | Methods and procedures for adjustments to the share options |
|||
| 1.09 | Accounting treatment of the Share Option Incentive Scheme and impact on the operating results ofthe Company |
| No. | Resolutions subject to non-cumulative voting | ForNote 1 | Against Note 1 |
Abstain Note 1 |
|---|---|---|---|---|
| 1.10 | Procedures for implementation of the Share Option Incentive Scheme, grant of the share options and exercise of the share options by the participants |
|||
| 1.11 | Rights and obligations of the Company and the participants |
|||
| 1.12 | Handling of special circumstances under the Share Option Incentive Scheme |
|||
| 1.13 | Management, amendments and termination of the Share Option Incentive Scheme |
|||
| 1.14 | Disclosure in relation to the implementation of the Share Option Incentive Scheme |
|||
| 2. | Resolution on the “Administrative Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd.” |
|||
| 3. | Resolution on the “Appraisal Measures on Share Option Incentive Scheme of COSCO SHIPPING Development Co., Ltd. (Revised)” |
|||
| 4. | Resolution on the “Authorisation to the Board of Directors to Deal with All Matters in Relation to the Share Option Incentive Scheme of the Company to be proposed at the General Meetings” |
Note 1: If you intend to vote in favour of any resolution, please put a “√” under the “For” column; and if you intend to vote against any resolution, please put a “√” under the “Against” column. You are allowed to select either option only. If you abstain from the voting, please put a “√” under the “Abstention” column. If more than one options have been made, the Soliciting Party shall treat his appointment to act as the proxy as revoked; or if no direction is given, the proxy is entitled to exercise his discretion.
Effective period of this proxy form: from the date of execution to the end of the 2020 first A shares class meeting
Information to be completed by a natural person holder of A shares:
Shareholder’s account number of the appointer:
Number of shares held by the appointer:
Identity card number of the appointer:
Signature of the natural person shareholder:
Contact number:
Fax number:
Correspondence address:
Postal code:
Information to be completed a legal person holder of A shares:
Name and seal of the legal person shareholder:
Signature of the legal representative:
Contact person:
Telephone number:
Fax number:
Correspondence address:
Postal code:
Date of Execution: