Dida Inc. — AGM Information 2018

May 14, 2018

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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)

Proxy Form for the Annual General Meeting for Holders of H Shares to be held on Thursday, 28 June 2018

I/We

of

am/are the shareholder(s) of COSCO SHIPPING Energy Transportation Co., Ltd. (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, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China at 2:00 p.m. on Thursday, 28 June 2018 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.	No.				Abstain	Abstain
	No.	Ordinary Resolutions	For	Against	Abstain
	1.	to consider and approve the 2017 Annual Report of the Company
	2.	to consider and approve the 2017 audited financial statements of the Company
	3.	to consider and approve the recommended 2017 final dividend of RMB5 cents per share (before tax)
	4.	to consider and approve the 2017 Report of the Board of Directors of the Company
	5.	to consider and approve the 2017 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 2018, details of which are set out in the notice of the AGM dated 14 May 2018
	No.	Special Resolution	For	Against	Abstain
	7.	to consider and approve the proposed (i) guarantee for 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 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 to be provided by the Company in an amount not exceeding USD500 million (or its equivalent in other currencies) to guarantee the possible financing obligations of Pan Cosmos; and (iv) guarantee for 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 EUR404.5 million (or its equivalent in other currencies) to guarantee the possible financing obligations and chartering obligations of the JV Companies. The Guarantees are expected to be executed during the period from 1 July 2018 to 30 June 2019 (further details of which are set out in the Company’s announcement dated 28 March 2018).

* for identification purpose only

No.	No.		For (note L) (By way of cumulative voting) (Please insert the number of votes)
	No.	Ordinary Resolutions
	8.	to consider and approve the re-election of the members (executive Directors and non-executive Directors) of the ninth term of the Board and their terms of appointment
	(1)	to consider and approve the re-election of Mr. Huang Xiaowen as an executive director of the Company and the terms of his appointment
	(2)	to consider and approve the re-election of Mr. Liu Hanbo as an executive director of the Company and the terms of his appointment
	(3)	to consider and approve the re-election of Mr. Lu Junshan as an executive director of the Company and the terms of her appointment
	(4)	to consider and approve the re-election of Mr. Feng Boming as a non-executive director of the Company and the terms of his appointment
	(5)	to consider and approve the re-election of Mr. Zhang Wei as a non-executive director of the Company and the terms of his appointment
	(6)	to consider and approve the re-election of Ms. Lin Honghua as a non-executive director of the Company and the terms of her appointment
	No.	Ordinary Resolutions	For (note M) (By way of cumulative voting) (Please insert the number of votes)
	9.	to consider and approve the re-election of the members (independent non-executive Directors) of the ninth term of the Board and their terms of appointment
	(1)	to consider and approve the re-election of Mr. Ruan Yongping as an independent non-executive director of the Company and the terms of his appointment
	(2)	to consider and approve the re-election of Mr. Ip Sing Chi as an independent non-executive director of the Company and the terms of his appointment
	(3)	to consider and approve the re-election of Mr. Rui Meng as an independent non-executive director of the Company and the terms of his appointment
	(4)	to consider and approve the re-election of Mr. Teo Siong Seng as an independent non-executive director of the Company and the terms of his appointment
	No.	Ordinary Resolutions	For (note N) (By way of cumulative voting) (Please insert the number of votes)
	10.	to consider and approve the election (or re-election, as the case may be) of the members of the ninth term of the supervisory committee of the Company (other than the employee representatives) and their terms of appointment
	(1)	to consider and approve the re-election of Mr. Weng Yi as a supervisor of the Company and the terms of his appointment
	(2)	to consider and approve the election of Mr. Yang Lei as a supervisor of the Company and the terms of his appointment

Dated

Signature

Notes:

• (A) The H Share register of the Company will be closed from Tuesday, 29 May 2018, to Thursday, 28 June 2018 (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 Thursday, 28 June 2018 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, 28 May 2018.

• (B) To ascertain Shareholders’ entitlement to the proposed final dividend, the H share register of members of the Company will be closed from Tuesday, 17 July 2018 to Friday, 20 July 2018, 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, 20 July 2018 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 Company’s H share registrar not later than 4:30 p.m. on Monday, 16 July 2018. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or before Tuesday, 28 August 2018 to Shareholders whose names appear on the H share register of members of the Company on Friday, 20 July 2018.

• (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, 8 June 2018.

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) ATTENTION: If you wish to vote “For” the resolution, please indicate with a “F” in the appropriate space under “For”. If you wish to vote “Against” the resolution, please indicate with a “F” in the appropriate space under “Against”. If you wish to abstain from voting any resolution, please indicate with a “F” in the appropriate space under “Abstain”. If no direction is given, your proxy may vote at his/her discretion. Unless you direct in the proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the Meeting other than those set out in the notice of the Meeting.

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.

• (F) 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.

• (G) 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.

• (H) 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.

• (I) 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 (F) to (G) 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 (D) 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.

• (J) 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 shareholder 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.

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

• (L) Attention: In respect of resolutions No. 8(1) to 8(6) in relation to the re-election of executive directors and non-executive directors, the method of cumulative voting will be adopted for these resolutions and the calculation of voting results. When you fill in the blanks entitled “Cumulative Voting”, please fill them in in accordance with the following instructions:

• (i) In relation to resolutions No. 8(1) to 8(6), for every share held by you, you will have the same number of voting rights which equals to the number of directors to be elected. For instance, if you are holding 1 million shares and 6 directors will be elected at the AGM, the aggregate number of votes which you will have will be 6 million (i.e. 1 million shares x 6 = 6 million voting shares) for resolutions No. 8(1) to 8(6).

• (ii) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by you. If you mark “✔” in the blank against the name of each candidate, it will be deemed to cast your total voting right equally amongst the corresponding candidates.

• (iii) Please note that you may either cast all your votes to one of the proposed candidates, or cast them equally or diversely to more than one of the proposed candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 8(1) to 8(6) is 6 million. You may choose to cast every 1 million votes out of the total 6 million votes equally among the 6 candidates or to cast all your votes (6 million) on one candidate; or to cast 3 million votes on candidate A, cast 2 million votes on candidate B, and cast 1 million votes on candidate C, etc.

• (iv) The total number of your votes cast on the 6 director candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

• (v) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the total number of your votes which may be cast on the resolutions No. 8(1) to 8(6) is 6 million: (i) if you fill in the “cumulative voting” space under a particular candidate director with “6 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate director(s) with any number of shares (other than 0), all your votes on resolutions No. 8(1) to 8(6) will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “2 million shares”, under candidate B with “2 million shares” and under candidate C with “1 million shares”, the 5 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (vi) Where the votes cast for a particular candidate for director are more than half of the total number of shares held by all shareholders attending (before cumulating), such candidate shall be elected as the director.

• (M) Attention: In respect of resolutions No. 9(1) to 9(4) in relation to the re-election of independent non-executive directors, the method of cumulative voting will be adopted for these resolutions and the calculation of voting results. When you fill in the blanks entitled “Cumulative Voting”, please fill them in in accordance with the following instructions:

• (i) In relation to resolutions No. 9(1) to 9(4), for every share held by you, you will have the same number of voting rights which equals to the number of directors to be elected. For instance, if you are holding 1 million shares and 4 directors will be elected at the AGM, the aggregate number of votes which you will have will be 4 million (i.e. 1 million shares x 4 = 4 million voting shares) for resolutions No. 9(1) to 9(4).

• (ii) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by you. If you mark “✔” in the blank against the name of each candidate, it will be deemed to cast your total voting right equally amongst the corresponding candidates.

• (iii) Please note that you may either cast all your votes to one of the proposed candidates, or cast them equally or diversely to more than one of the proposed candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 9(1) to 9(4) is 4 million. You may choose to cast every 1 million votes out of the total 4 million votes equally among the 4 candidates or to cast all your votes (4 million) on one candidate; or to cast 2 million votes on candidate A, cast 1 million votes on candidate B, and cast 1 million votes on candidate C, etc.

• (iv) The total number of your votes cast on the 4 director candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

• (v) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the total number of your votes which may be cast on the resolutions No. 9(1) to 9(4) is 4 million: (i) if you fill in the “cumulative voting” space under a particular candidate director with “6 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate director(s) with any number of shares (other than 0), all your votes on resolutions No. 9(1) to 9(4) will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “1million shares”, under candidate B with “1 million shares” and under candidate C with “1 million shares”, the 3 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (vi) Where the votes cast for a particular candidate for director are more than half of the total number of shares held by all shareholders attending (before cumulating), such candidate shall be elected as the director.

• (N) Attention: In respect of resolutions No. 10(1) to 10(2) in relation to the election (or re-election, as the case may be）of supervisors, the method of cumulative voting will be adopted for these resolutions and the calculation of voting results. When you fill in the blanks entitled “Cumulative Voting”, please fill them in in accordance with the following instructions:

• (i) In relation to resolutions No. 10(1) to 10(2), for every share held by you, you will have the same number of voting rights which equals to the number of supervisors to be elected. For instance, if you are holding 1 million shares and 2 supervisors will be elected at the AGM, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million voting shares) for resolutions No. 10(1) to 10(2).

• (ii) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by you. If you mark “✔” in the blank against the name of each candidate, it will be deemed to cast your total voting right equally amongst the corresponding candidates.

• (iii) Please note that you may either cast all your votes to one of the proposed candidates, or cast them equally or diversely to more than one of the proposed candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 10(1) to 10(2) is 2 million. You may choose to cast every 1 million votes out of the total 2 million votes equally among the 2 candidates or to cast all your votes (2 million) on one candidate, without casting any votes on the other candidate.

• (iv) The total number of your votes cast on the 2 supervisor candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

• (v) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the total number of your votes which may be cast on the resolutions No. 10(1) to 10(2) is 2 million: (i) if you fill in the “cumulative voting” space under a particular candidate supervisor with “2 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate supervisor(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate supervisor(s) with any number of shares (other than 0), all your votes on resolutions No. 10(1) to 10(2) will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “1 million shares”, the 1 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (vi) Where the votes cast for a particular candidate for supervisor are more than half of the total number of shares held by all shareholders attending (before cumulating), such candidate shall be elected as the supervisor.