Dida Inc. — Board/Management Information 2017

Aug 25, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult appropriate independent advisers.

If you have sold or transferred all your shares in COSCO SHIPPING Energy Transportation Co., Ltd., you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was affected for transmission to the purchaser.

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [103 x 67] intentionally omitted <==

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)

(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM to be held at 2:30 p.m. on Tuesday, 10 October 2017 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend the above meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A Shares, to the Office of the Board of Directors of the Company at 18th Floor, 118 Yuanshen Road, Pudong New District, Shanghai, the PRC. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.

A reply slip in relation to attendance of the EGM is enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Wednesday, 20 September 2017.

• for identification purpose only

25 August 2017

CONTENT

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

— i —

DEFINITIONS

“A Shares”	ordinary shares of RMB1.00 each in the share capital of the
	Company which are listed on the Shanghai Stock Exchange
	and traded in RMB
“Board”	the board of Directors
“Company”	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 PRC with limited liability, the H Shares of
	which are listed on the Hong Kong Stock Exchange
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held
	at 2:30 p.m. on Tuesday, 10 October 2017 at 3rd Floor, Ocean
	Hotel, No. 1171 Dong Da Ming Road, Hongkou District,
	Shanghai, the PRC
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“H Shares”	overseas listed foreign shares of RMB1.00 each in the share
	capital of the Company which are listed on the Hong Kong
	Stock Exchange and traded in Hong Kong dollars
“Latest Practicable Date”	Monday, 21 August 2017
“Listing Rules”	The Rules Governing the Listing of Securities on the Hong
	Kong Stock Exchange
“Mr. Huang”	Mr. Huang Xiaowen (黃小文)
“PRC”	the People’s Republic of China (for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China and
	Taiwan)
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholders”	holders of A Shares and/or H Shares

— 1 —

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 25 August 2017 Last day for returning the reply slips for the EGM . . . . . . . . . . . . Wednesday, 20 September 2017 Latest time for lodging proxy forms for the EGM . . . . . . . . . . 2:30 p.m. Monday, 9 October 2017

Closure of H Share register of members of the Company . . . . . . from Saturday, 9 September 2017 to Tuesday, 10 October 2017 Time and date of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:30 p.m. Tuesday, 10 October 2017

— 2 —

LETTER FROM THE BOARD

==> picture [103 x 66] intentionally omitted <==

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)

Executive Directors: Sun Jiakang (Chairman) Liu Hanbo Lu Junshan

Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Pilot Free Trade Zone People’s Republic of China

Non-executive Directors:

Feng Boming Zhang Wei Lin Honghua

Place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong

Independent Non-executive Directors:

Wang Wusheng Ruan Yongping Ip Sing Chi Rui Meng Teo Siong Seng

25 August 2017

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

We refer to the announcement dated 21 August 2017 issued by the Company in relation to the proposed appointment of Mr. Huang as an executive Director. The appointment of Mr. Huang is subject to approval by the Shareholders at the EGM.

• for identification purpose only

— 3 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information in relation to the proposed appointment of Mr. Huang and the notice of the EGM.

I. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

As announced on 21 August 2017, the Board proposed to appoint Mr. Huang as an executive Director subject to approval by the Shareholders at the EGM.

Mr. Huang Xiaowen, born in May 1962 and aged 55, is a senior engineer. Mr. Huang is currently an Executive Vice President and Party Committee Member of China COSCO Shipping Corporation Limited (中國遠洋海運集團有限公司), the vice chairman and an executive director of COSCO SHIPPING Holdings Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 601919) and the Hong Kong Stock Exchange (stock code: 1919)) and the chairman and non-executive director of COSCO SHIPPING Ports Limited (a company listed on the Hong Kong Stock Exchange (stock code: 1199)). Mr. Huang started his shipping career in July 1981, and was the Manager of Container Shipping Section of Guangzhou Ocean Shipping Company, Deputy General Manager and General Manager of Container Transportation Department of China Ocean Shipping Company, Container Business Adviser to Shanghai Haixing Shipping Company, Deputy Managing Director, Managing Director and the vice party secretary, vice chairman and executive director of COSCO SHIPPING Development Co., Ltd. (previously known as China Shipping Container Lines Co Ltd.)(a company listed on the Hong Kong Stock Exchange (stock code: 2866) and the Shanghai Stock Exchange (stock code: 601866)) and the chairman of China Shipping Haisheng Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600896)). He was appointed as Executive Vice President of China Shipping (Group) Company in May 2012. Mr. Huang has more than 30 years of experience in the shipping industry. Mr. Huang graduated from China Europe International Business School in September 2010, majored in Business Administration, and obtained the EMBA Degree. Mr. Huang was an executive director of the Company from May 2013 to September 2016.

It is proposed that subject to approval by the Shareholders, Mr. Huang will enter into a service contract with the Company for his appointment as an executive Director for a term from the date of Shareholders’ approval at the EGM up to and including 17 June 2018 (or until the date of the Company’s annual general meeting to be held in 2018, whichever is earlier).

Pursuant to the terms of such proposed service contract, Mr. Huang will not receive any remuneration from the Group as a Director. Such service contract will be subject to termination by either the Company or Mr. Huang by giving at least three months’ prior notice in writing.

Save as disclosed above, Mr. Huang did not hold any other position with the Company or other members of the Group and did 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. Save as disclosed above, Mr. Huang did not and had 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. As at the Latest Practicable Date, Mr. Huang did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

— 4 —

LETTER FROM THE BOARD

Save as disclosed above, there is no other information relating to Mr. Huang’s appointment as an executive Director that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Huang’s appointment as an executive Director.

II. CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company will be closed from Saturday, 9 September 2017 to Tuesday, 10 October 2017 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares, whose names appear on the Company’s H Share register of members on Tuesday, 10 October 2017 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, 8 September 2017.

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

Shareholders who intend to attend the EGM must complete the reply slips for attending the EGM and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 20 September 2017.

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

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

III. EGM

It is proposed that the resolution for the appointment of Mr. Huang as an executive Director referred to above be put forward to the Shareholders for their consideration at the EGM. The EGM will be held at 2:30 p.m. on Tuesday, 10 October 2017 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC. A notice of the EGM is set out on pages N-1 to N-3 of this circular.

— 5 —

LETTER FROM THE BOARD

A proxy form for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy form (for use at the EGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H Share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Board of Directors of the Company at 18th Floor, 118 Yuanshen Road, Pudong New District, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

A reply slip in relation to attendance of the EGM is enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Wednesday, 20 September 2017.

IV. RECOMMENDATION

The Directors consider that the appointment of Mr. Huang as an executive Director to be in the interest of the Company and its Shareholders as a whole, and recommend the Shareholders to approve the resolution to be proposed at the EGM.

Yours faithfully, COSCO SHIPPING Energy Transportation Co., Ltd. Sun Jiakang Chairman

— 6 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [103 x 66] intentionally omitted <==

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 is hereby given that an extraordinary general meeting (the “EGM”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “Company”) will be held at 2:30 p.m. on Tuesday, 10 October 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, with or without modifications, pass the following resolution:

Ordinary Resolution

“To approve the appointment of Mr. Huang Xiaowen (黃小文) as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 25 August 2017.”

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

25 August 2017 Shanghai The People’s Republic of China

Notes:

• (A) The H Share register of the Company will be closed from Saturday, 9 September 2017 to Tuesday, 10 October 2017 (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 H Share register of members on Tuesday, 10 October 2017 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, 8 September 2017.

— N-1 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (B) 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

• (C) Shareholders who intend to attend the EGM must complete the reply slips for attending the EGM and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 20 September 2017.

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

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

• (D) 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.

• (E) 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.

• (F) 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.

• (G) 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 (D) to (E) 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 (C) 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.

— N-2 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (H) 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 authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

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

• (J) As at the date of this notice, 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

— N-3 —