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Dida Inc. — AGM Information 2014
May 23, 2014
50671_rns_2014-05-22_a13acfed-2462-4db6-b0b3-5fce2c606dba.pdf
AGM Information
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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 Proxy Form For the Annual General Meeting for holders of H Shares to be held on Friday, 6 June 2014
I/We of am/are the shareholder(s)of China Shipping Development Company Limited (the “ Company ”), holding H Shares. I/We hereby appoint of as my/our proxy/proxies, failing which, I/we hereby appoint the chairman of the annual general meeting (“ AGM ”) as my/our proxy/proxies (please delete where appropriate) for H shares which I/we hold in the share capital of the Company to attend and vote at the AGM to be held at 3rd Floor, Parkview Hotel, 555 Dingxing Road, Pudong New Area, Shanghai, the People’s Republic of China at 2:00 p.m. on Friday, 6 June 2014 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions or abstain at his/their discretion.
| No. | Ordinary Resolutions | For | Against | Abstain | ||||
|---|---|---|---|---|---|---|---|---|
| 12. | to approve the four bareboat charters dated 15 April 2014 (the | |||||||
| “Bareboat Charters”) entered into between Dong Fang InternationalAsset Management Limited* (東方國際資產管理有限公司) as ownerand China Shipping Bulk Carrier (Hong Kong) Co., Limited 中海散貨 | ||||||||
| 運輸(香港)有限公司as charterer and the transactions contemplated | ||||||||
| thereunder (including the relevant annual caps); 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 | ||||||||
| desirabletoimplementthetransactionscontemplatedunderthe | ||||||||
| Bareboat Charters. | ||||||||
| 13. | to approve, ratify and confirm the tanker sea crew management | |||||||
| agreement dated 29 April 2014 (the “Tanker Sea Crew Management | ||||||||
| Agreement”) entered into between China Shipping International ShipManagementCo.,Ltd中海國際船舶管理有限公司asproviderof | ||||||||
| services and China Shipping Tanker Co., Ltd 中海油輪運輸有限公司as | ||||||||
| recipient of services and the transactions contemplated thereunder | ||||||||
| (including the relevant annual caps); and to authorize 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 | ||||||||
| maybenecessaryordesirabletoimplementthetransactions | ||||||||
| contemplated under the Tanker Sea Crew Management Agreement. | ||||||||
| 14. | to approve, ratify and confirm the bulk sea crew management agreement | |||||||
| dated 29 April 2014 (the “Bulk Sea Crew Management Agreement”) | ||||||||
| entered into between China Shipping International Ship ManagementCo., Ltd 中海國際船舶管理有限公司as provider of services and ChinaShipping Bulk Carrier Co., Ltd 中海散貨運輸有限公司as recipient of | ||||||||
| services and the transactions contemplated thereunder (including the | ||||||||
| relevant annual caps); and to authorize 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 Bulk Sea Crew Management Agreement. |
Dated
Signature
Notes:
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(A) Please refer to the proxy form despatched together with the notice of AGM dated 17 April 2014 for Resolutions 1 to 11 (“First Proxy Form”).
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(B) The H Share register of the Company will be closed from Tuesday, 6 May 2014 to Friday, 6 June 2014 (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, 6 June 2014 are entitled to attend and vote at the AGM 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 AGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 5 May 2014.
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
(C) Holders of H Shares, who intend to attend the AGM, must complete the reply slips for attending the AGM 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 AGM, i.e. no later than Friday, 16 May 2014. 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
| (D) | ATTENTION: If you wish to vote “For” the resolution, please indicate with a “�” in the appropriate space under “For”. If you wish to vote “Against” the |
|---|---|
| resolution, please indicate with a “�” in the appropriate space under “Against”. If you wish to abstain from voting any resolution, please indicate with a “�” | |
| in the appropriate space under “Abstain”. If no direction is given, your proxy may vote at his/her discretion. Unless you direct in the First Proxy Form or in | |
| this supplemental proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the AGM other than those set out in | |
| the notice of AGM dated 17 April 2014 or the supplemental notice of the AGM. |
The shares abstained will be counted in the calculation of the required majority. You should give your opinion as any one of the following:
| “For”, “Against” or “Abstain”. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be deemed as having waived your | |
|---|---|
| voting rights, and the corresponding poll will be counted as “Abstain”, while for shareholders not present at the AGM, the relevant voting rights subject to their | |
| waiver to vote shall not be counted for the purpose of determining the voting results of the resolutions. | |
| (E) | Each holder of H Shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, |
| to attend and vote on his behalf at the AGM. | |
| (F) | 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. | |
| (G) | For holders of H Shares, to be valid, 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 Shares share registrar, Hong Kong | |
| Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the AGM in order for | |
| such documents to be valid. |
| (H) | 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 AGM. Notes |
|---|---|
| (E) to (F) also apply to holders of A Shares, except that the supplemental 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 (C) above, not less than 24 hours before the time for holding the AGM in order for | |
| such documents to be valid. |
| (I) | If a proxy attends the AGM 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 legal person share shareholder attends the AGM, 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 representative of | |
| a company other than its legal representative to attend the AGM, 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. |
(J) If you have already validly appointed a proxy to act for you at the AGM but have not completed and returned this supplemental proxy form, your proxy will have the right to vote at his/her discretion. Completion and return of the supplemental proxy form will not preclude you from attending, and voting at, the AGM.
(K) The AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.