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COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2021
May 24, 2021
50782_rns_2021-05-24_144e4dd1-c207-4538-b0f8-1caa2674c887.pdf
Proxy Solicitation & Information Statement
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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)
FORM OF PROXY FOR H SHARES CLASS MEETING TO BE HELD ON THURSDAY, 10 JUNE 2021
No. of H Shares to which this form of proxy relates[1]
I/We[2]
of
being shareholder(s) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) hereby appoint[3] the Chairman of the H Shares Class Meeting (as defined below) or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the class meeting of H Shareholders the Company (the “ H Shares Class Meeting ”) to be held at 1:30 p.m. on Thursday, 10 June 2021 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC as hereunder indicatedin respect of the resolutions set out in the notice of the H Shares Class Meeting dated 24 May 2021 (the “ Notice ”), and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 24 May 2021 (the “ Circular ”).
| SPECIAL RESOLUTIONS# | For4 | Against4 | Against4 | Against4 | Abstain4 | Abstain4 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | To consider and approve the resolution in relation to the Restructuring: | ||||||||||||||
| (i) | the overall proposal of the Restructuring | ||||||||||||||
| (ii) | consideration and method of payment of the Proposed Acquisition | ||||||||||||||
| (iii) | class and par value of the Consideration Shares to be issued under the Proposed Acquisition | ||||||||||||||
| (iv) | Pricing Benchmark Date, pricing basis and issue price under the Proposed Acquisition | ||||||||||||||
| (v) | target subscribers and number of Consideration Shares to be issued under the Proposed Acquisition | ||||||||||||||
| (vi) | lock-up period arrangement under the Proposed Acquisition | ||||||||||||||
| (vii) | profit or loss arrangement during the Transitional Period under the Proposed Acquisition | ||||||||||||||
| (viii) | performance compensation arrangement under the Proposed Acquisition | ||||||||||||||
| (ix) | place of listing of the Consideration Shares to be issued under the Proposed Acquisition | ||||||||||||||
| (x) | arrangement for cumulative undistributed profits of the Company prior to the Proposed Acquisition | ||||||||||||||
| (xi) | class and par value of A Shares to be issued under the Proposed Non-public Issuance of A Shares | ||||||||||||||
| (xii) | target subscribers and number of A Shares to be issued under the Proposed Non-public Issuance of A Shares | ||||||||||||||
| (xiii) | Price Determination Date, pricing basis and issue price under the Proposed Non-public Issuance of A Shares | ||||||||||||||
| (xiv) | lock-up period arrangement under the Proposed Non-public Issuance of A Shares | ||||||||||||||
| (xv) | place of listing of the A Shares to be issued under the Proposed Non-public Issuance of A Shares | ||||||||||||||
| (xvi) | use of proceeds from the Proposed Non-public Issuance of A Shares | ||||||||||||||
| (xvii) | arrangement for cumulative undistributed profits of the Company prior to the Proposed Non-public Issuance | ||||||||||||||
| of A Shares | |||||||||||||||
| (xviii) | the Restructuring constituting a connected transaction | ||||||||||||||
| (xix) | the Restructuring not constituting a material asset restructuring | ||||||||||||||
| (xx) | the Restructuring not constituting a restructuring and listing | ||||||||||||||
| (xxi) | validity period of the resolutions | ||||||||||||||
| 2. | To consider and approve the resolutions in relation to the related agreements of the Restructuring: | ||||||||||||||
| (a) | the resolution in relation to the Acquisition Agreement | ||||||||||||||
| (b) | the resolution in relation to the Supplemental Agreement | ||||||||||||||
| (c) | the resolution in relation to the Compensation Agreement | ||||||||||||||
| (d) | the resolution in relation to the CS Subscription Agreement | ||||||||||||||
| 3. | To consider and approve the resolution in relation to the Special Deal. | ||||||||||||||
| 4. | To consider and approve the resolution in relation to the authorization to the Board and its authorized persons to handle | ||||||||||||||
| all matters in connection with the Restructuring. | |||||||||||||||
| Date: | Signature(s)5: |
Notes:
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Please insert the number of H Shares to which this form of proxy relates, which must not exceed the number of H Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H Shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).
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Please insert the full name(s) (in Chinese or in English, as shown in the Register of Members) and registered address(es) in BLOCK LETTERS. 3. If any proxy other than the Chairman of the H Shares Class Meeting is preferred, please delete the words “the Chairman of the H Shares Class Meeting (as defined below) or” and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote in his stead at the H Shares Class Meeting. The proxy need not be a Shareholder. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
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IMPORTANT:PLEASE INDICATE WITH A “IF YOU WISH TO VOTE � ” IN THEFOR ANY RESOLUTION,BOX MARKED “AGAINST”.PLEASEIF YOU WISH TO ABSTAININDICATE WITH A “ � ” IN THEFROM VOTINGBOX MARKEDON ANY RESOLUTION,“FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION,PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “ABSTAIN”. The Shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognisable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the H Shares Class Meeting other than those referred to in the Notice.
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified.
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If a proxy attends the H Shares Class Meeting on behalf of you, he/she should produce his/her identity card and the form of proxy signed by you or your legal representative or your duly authorized attorney, and specify the date of its issuance. If you are a legal person and appoint your corporate representative to attend the H Shares Class Meeting, such representative should produce his/her identity card and the notarized copy of the resolution passed by the board of directors or other authorities, or other notarized copy of the licence issued by such legal person. Form(s) of proxy duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed form of proxy when the proxy(ies) attend(s) the H Shares Class Meeting. Completion and return of this form of proxy will not preclude you from attending in person and voting at the H Shares Class Meeting or any adjournment thereof should you so wish.
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Where there are joint registered holders of any Share, only the person whose name stands first on the Register of Members in respect of such Share may vote at the H Shares Class Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto.
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To be valid, for H Shareholders, this form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of power of attorney or other authority, must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof in order for such documents to be valid.
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For further information on the resolutions set out in this form of proxy, please refer to the Circular. 10. Completion and return of this form of proxy will not preclude you from attending in person and voting at the H Shares Class Meeting or any adjournment thereof should you so wish. # The full text of the resolutions is set out in the Notice. * The Company is a registered non-Hong Kong company as defined in 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.”.