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Dida Inc. AGM Information 2012

Nov 23, 2012

50671_rns_2012-11-23_c16c785a-11b3-4ae1-9f79-8b6dbfb14c2f.pdf

AGM Information

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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.

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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1138)

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice dated 2 November 2012 had been given by the Company to convene the extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) to be held at 1:30 p.m. on Tuesday, 18 December 2012 at Eiffelton Hotel, 1888 Puming Road, Pudong District, Shanghai, The People’s Republic of China to consider and, if thought fit, pass the following ordinary resolutions. This notice is a supplemental notice following the despatch of the Company’s circular dated 23 November 2012 (the “ Circular ”) confirming the ordinary resolutions to be passed at the EGM:

  1. to approve, ratify and confirm the new financial services framework agreement dated 15 October 2012 (the “ New Financial Services Framework Agreement ”) entered into between the Company and China Shipping Finance Company Limited (中國海運財務有限責任公司) and the proposed annual caps for the transactions contemplated thereunder; and to authorise the directors of the Company (“ Directors ”) to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the New Financial Services Framework Agreement;

  2. to approve, ratify and confirm the new services agreement dated 15 October 2012 (the “ New Services Agreement ”) entered into between the Company and 中國海運(集團)總公司 (China Shipping (Group) Company) and the proposed annual caps for the transactions contemplated thereunder; and to authorise the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the New Services Agreement; and

  3. to approve the appointment of Mr. Ding Nong as an executive director of the Company and the terms of the service contract of Mr. Ding Nong, details of which are set out in paragraph (a) of the explanatory note on this notice and to authorise any Director to make any further amendments to such service contract as he sees fit or desirable and execute the same on behalf the Company.

By order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary

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23 November 2012 Shanghai The People’s Republic of China

Notes:

  • (A) The H Share register of the Company will be closed from Saturday, 17 November 2012 to Tuesday, 18 December 2012 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of business on Friday, 16 November 2012 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Friday, 16 November 2012.

The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:

Hong Kong Registrars Limited Rooms 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

  • (B) Holders of H Shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 28 November 2012.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

  • (C) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the EGM.

  • (D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

  • (E) For holders of H Shares, the 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 appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

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  • (F) Each holder of A Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (C) to (D) also apply to holders of A Shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (B) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

  • (G) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which shareholder is a legal person attends the EGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the EGM, such representative should produce his identity card and an authorization instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

  • (H) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

  • (I) As at the date of this supplemental notice, the board of directors of the Company is comprised of Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive Directors, and Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng as independent non-executive Directors.

EXPLANATORY NOTE TO THE SUPPLEMENTAL NOTICE OF EGM

(a) Mr. Ding Nong (“ Mr. Ding ”)

Mr. Ding Nong, born in May 1961 and aged 51, has a master degree and is now the deputy general manager of China Shipping (Group) Company. Mr. Ding obtained his bachelor degree from Shanghai Maritime University with a professional qualification in marine engineering in 1982 and obtained his master degree from Shanghai Maritime University with a professional qualification in transportation planning and administration in 2003. Mr. Ding started his career in 1982 and was a ship chief engineer of Guangzhou Bureau of Maritime Transportation Administration (“BOMTA”), the deputy general manager of the technical department of Taihua Oil Shipping Company of Guangzhou BOMTA, the assistant to the general manager and the deputy general manager of Guangzhou Shipping (Group) Company, the deputy general manager of the Bulk Carrier Branch of the Company, the general manager of China Shipping and Sinopec Suppliers Co., Ltd., the assistant to the president of China Shipping (Group) Company and the general manager of China Shipping International Ship Management Co., Ltd.

It is proposed that subject to the approval of the Company’s shareholders (“ Shareholders ”), Mr. Ding will enter into a service contract with the Company for his appointment as an executive Director for a term from the date of obtaining the Shareholders’ approval on his appointment up to 19 June, 2015 or the date of the Company’s annual general meeting in 2015 (whichever the earlier). Pursuant to such proposed service contract, Mr. Ding will not receive any remuneration from the Group. Such service contract shall be terminated by either party giving at least three months’ prior notice in writing.

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Save as disclosed above, Mr. Ding does not hold any other position with the Company or other members of the Group. Mr. Ding does not and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed herein, Mr. Ding does not have any relationship with any director, member of senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Ding does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinace (Cap. 571 of the Laws of Hong Kong).

Save as disclosed above, there is no other information relating to Mr. Ding’s appointment as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Ding’s appointment as an executive Director.

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