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COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2025
Jun 4, 2025
50782_rns_2025-06-04_4937d7b9-aa1b-4572-a2d6-3488245bb823.pdf
Proxy Solicitation & Information Statement
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COSCO SHIPPING
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 ANNUAL GENERAL MEETING
TO BE HELD ON THURSDAY, 26 JUNE 2025
I/We²
of
being shareholder(s) of COSCO SHIPPING Development Co., Ltd. (the “Company”) hereby appoint³ the Chairman of the AGM (as defined below) or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “AGM”) to be held at 1:30 p.m. on Thursday, 26 June 2025 (or at any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated 5 June 2025 (the “Notice”), and, if no such indication is given, as my/our proxy thinks fit.
Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 5 June 2025 (the “Circular”).
| ORDINARY RESOLUTIONS⁴ | For⁴ | Against⁴ | Abstain⁴ | |
|---|---|---|---|---|
| 1. | To consider and approve the report of the Board for the year ended 31 December 2024. | |||
| 2. | To consider and approve the report of the Supervisory Committee for the year ended 31 December 2024. | |||
| 3. | To consider and approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2024. | |||
| 4. | To consider and approve the annual report of the Company for the year ended 31 December 2024. | |||
| 5. | To consider and approve the proposed 2024 final profit distribution plan of the Company and the proposal of grant of authorization to the Board to determine details of the 2025 interim profit distribution plan: | |||
| 5.1 To consider and approve the proposed profit distribution plan of the Company and the proposed payment of a final dividend of RMB0.019 per share of the Company (inclusive of applicable tax) for the year ended 31 December 2024. | ||||
| 5.2 To consider and approve the proposed grant of authorization to the Board to determine details of the 2025 interim profit distribution plan of the Company. | ||||
| 6. | To consider and determine the remuneration of the Directors and the Supervisors for the year 2025. | |||
| 7. | 7.1 To re-appoint ShineWing Certified Public Accountants LLP as the Company’s domestic auditor for the year of 2025, with remuneration of RMB5.28 million (inclusive of applicable tax). | |||
| 7.2 To re-appoint ShineWing Certified Public Accountants LLP as the Company’s internal control auditor for the year of 2025, with remuneration of RMB0.92 million (inclusive of applicable tax). | ||||
| 7.3 To re-appoint SHINEWING (HK) CPA Limited as the international auditor of the Company for the year of 2025, with remuneration of RMB4.96 million (inclusive of applicable tax). | ||||
| SPECIAL RESOLUTIONS⁴ | For⁴ | Against⁴ | Abstain⁴ | |
| 8. | To consider and approve the registration and issuance of the Debt Financing Instruments and the grant of a mandate to authorise the Board and the managing director or chief accountant of the Company to deal with relevant matters relating to the Debt Financing Instruments. | |||
| 9. | To consider and approve the Provision of Guarantees. | |||
| 10. | To consider and approve the grant of A Share Repurchase Mandate. | |||
| 11. | To consider and approve the grant of the H Share Repurchase Mandate. |
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.
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If any proxy other than the Chairman of the AGM is preferred, please delete the words “the Chairman of the AGM (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 AGM. 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: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “√” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE INDICATE WITH A “√” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON 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 AGM 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 authorised 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 authorised to sign the same. If this Form of Proxy is signed by an attorney of the appointee, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.
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If a proxy attends the AGM 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 authorised attorney, and specify the date of its issuance. If you are a legal person and appoint your corporate representative to attend the AGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the Board of directors or other authorities, or other notarised 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) attends;(the AGM. Completion and return of this Form of Proxy will not preclude you from attending in person and voting at the AGM 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 AGM, 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 appointee, a notarially certified copy of power of attorney or other authority, must be delivered to Comprehensive Hong Kong Increase Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wancha, Hong Kong, not less than 24 hours before the time for holding the AGM 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.
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Completion and return of this Form of Proxy will not preclude you from attending in person and voting at the AGM or any adjournment thereof should you so wish.
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The full text of the resolutions is set out in the Notice.
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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.”.