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Dida Inc. AGM Information 2017

Apr 24, 2017

50671_rns_2017-04-24_73322435-a676-4de8-8fb0-1da553199153.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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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD. 中遠海運能源運輸股份有限公司*

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

(Stock Code: 1138)

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting (the “ AGM ”) of the Company will be held at 2:00 p.m. on Thursday, 8 June 2017 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions as ordinary or special resolutions of the Company.

Ordinary Resolutions

  1. to consider and approve the 2016 Annual Report of the Company;

  2. to consider and approve the 2016 audited financial statements of the Company;

  3. to consider and approve the recommended 2016 final dividend of RMB19 cents per share (before tax);

  4. to consider and approve the 2016 Report of the Directors of the Company;

  5. to consider and approve the 2016 Report of the Supervisory Committee of the Company;

  6. to consider and approve the remuneration of the directors (the “ Directors ”) and supervisors (the “ Supervisors ”) of the Company for 2017;

The board of the Company (the “ Board ”) recommends the following remuneration for the Directors and Supervisors in 2017:

  • a. Directors and Supervisors who are also senior management members of the Company’s controlling shareholder will not receive any remuneration from the Company.

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  • b. Directors, being the senior management of the Company, will receive remuneration based on their performance, apart from which they will not receive additional allowance as Directors.

  • c. The allowance for each of the domestic independent non-executive Directors will be RMB150,000 per year (before tax); the allowance for each of the independent non-executive Directors employed overseas will be RMB300,000 per year (before tax); the allowance for any independent Supervisors employed by the Company will be at the same level as those of the independent non-executive Directors.

  • d. For the independent directors and independent supervisors newly appointed after the date of the Company’s 2017 annual general meeting but before the Company’s 2018 annual general meeting, their remuneration shall comprise basic remuneration and meeting allowance as follows:

Basic remuneration: RMB120,000 for domestic independent non-executive Directors and RMB150,000 for the domestic independent non-executive Directors who is also the chairman of the Board Committee. The basic remuneration for independent non-executive Directors from overseas countries or regions could be higher properly and this standard should be approved by the Board.

Meeting allowance: RMB3,000 for one Board meeting and RMB2,000 for one board committee meeting.

The remuneration for any independent Supervisors that may be newly appointed by the Company during the same period above will be at the same level as those newly appointed independent non-executive Directors referred to above.

  • e. The employee Supervisors will receive remuneration as employees of the Company, the standard of which will be determined in accordance with the internal administrative policies of the Company.

  • 7A. to consider and approve the reappointment of Baker Tilly China Certified Public Accountants (天職國際會計師事務(特殊普通合夥)) (“ Baker Tilly China ”) as the domestic auditor of the Company for the financial year ending 31 December 2017;

  • 7B. to consider and approve the reappointment of Baker Tilly Hong Kong Limited Certified Public Accountants (天職香港會計師事務所有限公司) as the international auditor of the Company for the financial year ending 31 December 2017;

  • 7C. to consider and approve the reappointment of Baker Tilly China as the internal control auditor of the Company for the financial year ending 31 December 2017;

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Special Resolution

  1. to consider and approve the proposed (i) guarantee for China Shipping Development (Hong Kong) Marine Co., Limited (“ CSDHK ”) to be provided by the Company in an amount not exceeding USD1 billion (or its equivalent in other currencies) to guarantee the possible financing obligations of CSDHK; (ii) financing guarantee for COSCO SHIPPING Tanker (Singapore) PTE LTD. (“ CSET SG ”) to be provided by the Company in an amount not exceeding USD200 million (or its equivalent in other currencies) to guarantee the possible financing obligations of CSET SG; (iii) financing guarantee for Pan Cosmos Shipping & Enterprises Co., Limited (“ Pan Cosmos ”) to be provided by the Company in an amount not exceeding USD700 million (or its equivalent in other currencies) to guarantee the possible financing obligations of Pan Cosmos; and (iv) financing guarantee for Arctic Blue LNG Shipping Limited, Arctic Green LNG Shipping Limited and Arctic Purple LNG Shipping Limited (the “ JV Companies ”) to be provided by the Company on a pro rata basis in proportion to its shareholding interests in the JV Companies in an aggregate amount not exceeding USD400 million (or its equivalent in other currencies) to guarantee the possible financing obligations of the JV Companies. The Guarantees are expected to be executed during the period from 1 July 2017 to 30 June 2018 (further details of which are set out in the Company’s announcement dated 28 March 2017).

By Order of the Board COSCO Shipping Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary

24 April 2017 Shanghai, The People’s Republic of China

Notes:

  • (A) The H share register of members of the Company will be closed from Tuesday, 9 May 2017 to Thursday, 8 June 2017, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the H share register of members of the Company on Thursday, 8 June 2017 will be eligible to attend and vote at the annual general meeting of the Company. In order to be entitled to attend and vote at the annual general meeting of the Company, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company’s H shares, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 8 May 2017.

  • (B) To ascertain shareholders’ entitlement to the proposed final dividend, the H share register of members of the Company will be closed from Tuesday, 20 June 2017 to Friday, 30 June 2017, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the Company’s H share register of members on Friday, 30 June 2017 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the share registrar of the Company’s H shares, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 19 June 2017. The proposed final dividend (the payment of which is subject to the shareholders’ approval at the forthcoming annual general meeting) is to be payable on or before Wednesday, 30 August 2017 to shareholders whose names appear on the H share register of members of the Company on Friday, 30 June 2017.

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

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

  • (D) 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 Board of Directors of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 19 May 2017.

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

18th Floor, 118 Yuanshen Road, Shanghai, The People’s Republic of China Postal Code: 200120 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

  • (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 that proxy is 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 authorizing that attorney to sign, or other documents of authorisation, must be notarially certified.

  • (G) 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 at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) 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 proxy form or other documents of authority must be delivered to the Office of the Board of Directors, the address of which is set out in Note above, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) 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 shareholder which is a legal person 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 company representative other than its legal representative to attend the AGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

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

  • (K) As at the date of this announcement, the Board of Directors of the Company comprises Mr. Sun Jiakang, Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive Directors, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.

  • for identification purpose only

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