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Dida Inc. Board/Management Information 2021

Jul 21, 2021

50671_rns_2021-07-21_e546f6dc-92ed-4e7b-bc33-c8d8a839f4b4.pdf

Board/Management Information

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer and any other registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in COSCO SHIPPING Energy Transportation Co., Ltd. , you should at once hand this circular, the enclosed form of proxy to the purchaser or the transferee or to licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

(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

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 6 of this circular.

A notice convening the EGM to be held at 2:00 p.m. on Thursday, 5 August 2021 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy 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 EGM or any adjournment thereof (i) in case of H Shareholders, to the Hong Kong branch share registrar of the Company, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of A Shareholders, to the Office of the Board of Directors of the Company at 7th Floor, 670 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

21 July 2021

* For identification purposes only

CONTENTS

Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . EGM-1
  • i -

DEFINITIONS

“A Share(s)” the domestic share(s) in the ordinary share capital of the Company
with a par value of RMB1.00 each, which are listed on the
Shanghai Stock Exchange
“A Shareholder(s)” the holder(s) of A Share(s)
“Articles of Association” the articles of association of the Company
“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 Main Board of 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
2:00 p.m. on Thursday, 5 August 2021 at 3rd Floor, Ocean Hotel,
No. 1171 Dongdaming Road, Hongkou District, Shanghai, the
People’s Republic of China
“H Share(s)” overseas listed foreign share(s) of par value of RMB1.00 each in
the ordinary share capital of the Company, which are listed on the
Main Board of the Hong Kong Stock Exchange
“H Shareholder(s)” the holder(s) of H Share(s)
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“Hong Kong Stock Exchange” the Stock Exchange of Hong Kong Limited
“Latest Practicable Date” 19 July 2021, being the latest practicable date prior to the printing
of this circular for the purpose of ascertaining certain information
contained herein
“Listing Rules” the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
“PRC” the People’s Republic of China which, for the purpose of this
circular, excludes the Hong Kong Special Administrative Region of
the PRC, the Macau Special Administrative Region of the PRC and
the region of Taiwan
  • 1 -
DEFINITIONS
“Proposed Appointment” the proposed appointment of Mr. Ren Yongqiang as an executive
Director
“RMB” Renminbi, the lawful currency of the PRC
“Securities and Futures Ordinance” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
“Share(s)” A Share(s) and H Share(s)
“Shareholder(s)” holder(s) of the Share(s)

* For identification purposes only

  • 2 -

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 21 July 2021
Latest time for lodging forms of proxy for the EGM
. . . . . . . . 2:00 p.m., Wednesday, 4 August 2021
Time and date of the EGM
. . .
. . . . . . . . . . . . . . . . . . . . . . . .2:00 p.m., Thursday, 5 August 2021
  • 3 -

LETTER FROM THE BOARD

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

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

(Stock Code: 1138)

Executive Directors: Liu Hanbo (Chairman) Zhu Maijin

Non-Executive Directors: Zhang Qinghai Liu Zhusheng

Independent Non-Executive Directors: Teo Siong Seng Victor Huang Li Runsheng Zhao Jinsong Wang Zuwen

Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Free Trade Port Area PRC

Principal place of business in the PRC: 7th Floor, 670 Dongdaming Road Hongkou District, Shanghai, PRC

Principal place of business in Hong Kong: RMS 3601-3602 36/F West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

21 July 2021

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with, among other things, information of the resolution to be proposed at the EGM in respect of the Proposed Appointment, and to give notice to the Shareholders on the EGM.

  • 4 -

LETTER FROM THE BOARD

II. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

The Board proposes to appoint Mr. Ren Yongqiang (“ Mr. Ren ”)as an executive Director. According to the Articles of Association, the Proposed Appointment is subject to the approval by the Shareholders at a general meeting of the Company. The ordinary resolution in relation to the Proposed Appointment will be proposed at the EGM.

The biographical details of Mr. Ren are set out as follows:

Mr. Ren Yongqiang, born in December 1973, holds a doctoral degree majoring in political economy. He is currently the Secretary of the Party Committee of the Company. Mr. Ren began his career in 1995 and served in the Transport Department of Tibet Autonomous Region, the Trading Department of Tibet Autonomous Region, the Ministry of Internal Trade, the Bureau of Internal Trade, the State Economic and Trade Commission, the State-owned Assets Supervision and Administration Commission of the State Council and China Shipping Group Company Limited. He has been the general manager of the Human Resources Division / the head of the Organisation Division of China COSCO SHIPPING Corporation Limited since February 2016. Mr. Ren was a non-executive director of COSCO SHIPPING International (Hong Kong) Co., Ltd. (stock code: 00517.HK) from December 2017 to October 2018.

Subject to the approval of the Shareholders of the Proposed Appointment at the EGM, Mr. Ren will enter into a service contract with the Company for a term of service commencing from the date of his appointment until 29 June 2024. During the proposed term of appointment, Mr. Ren will not receive any remuneration as an executive Director. As the Secretary of the Party Committee of the Company, Mr. Ren is entitled to an annual basic salary of approximately RMB620,000 and an annual discretionary bonus which is determined with reference to the performance of the Company, the prevailing market conditions and his overall individual performance.

Save as disclosed above, as at the Latest Practicable Date, Mr. Ren (i) did not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company; (ii) did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.

Saved as disclosed in this circular, there are no other matters that need to be brought to the attention of the Shareholders in connection with the Proposed Appointment and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

III. CLOSURE OF REGISTER OF MEMBERS

For the purpose of holding the EGM, the register of H Shares members of the Company will be closed from Saturday, 31 July 2021, to Thursday, 5 August 2021 (both days inclusive), during which no transfer of H Shares will be registered. Shareholders whose names appear on the register of H Shares members of the Company at the close of business on Thursday, 5 August 2021 are entitled to attend and

  • 5 -

LETTER FROM THE BOARD

vote at the EGM. In order to attend and vote at the EGM, all transfer documents together with the relevant share certificates must be lodged with Hong Kong Registrars Limited, the H Share registrar of the Company, not later than 4:30 p.m. on Friday, 30 July 2021.

The address of Hong Kong Registrars Limited, the H Share registrar (for share transfer) of the Company, is as follows:

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

IV. EGM

The resolution for the approval of the Proposed Appointment will be put to the Shareholders for their consideration at the EGM.

The EGM will be held at 2:00 p.m. on Thursday, 5 August 2021 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China. A notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy 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 form of proxy (for use at the EGM) in accordance with the instructions printed thereon to Hong Kong Registrars Limited, the H Share registrar of the Company, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of H Shareholders) or the Office of the Board of Directors of the Company at 7th Floor, 670 Dongdaming Road, Hongkou District, Shanghai, the PRC (in case of A Shareholders) as soon as possible 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 form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

V. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the resolution to approve the Proposed Appointment is in the interests of the Company and the Shareholders as a whole and accordingly, recommend the Shareholders to approve the resolution to be proposed at the EGM.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd. Liu Hanbo Chairman

* For identification purposes only

  • 6 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

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

(Stock Code: 1138)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Thursday, 5 August 2021 (or any adjournment thereof) 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 resolution. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 21 July 2021 (the “ Circular ”).

ORDINARY RESOLUTION

  1. To consider and approve the appointment of Mr. Ren Yongqiang as an executive Director and the term of his appointment, details of which are set out in the Circular.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary

Shanghai, the People’s Republic of China 21 July 2021

Notes:

  1. For the purpose of holding the EGM, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from Saturday, 31 July 2021, to Thursday, 5 August 2021 (both days inclusive), during which no transfer of H Shares of the Company will be registered. H Shareholders whose names appear on the Register of Members at the close of business on Thursday, 5 August 2021 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.
  • EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

  1. In order to be entitled to attend and vote at the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Hong Kong Registrars Limited, the H share registrar of the Company, not later than 4:30 p.m. on Friday, 30 July 2021.

  2. The address of Hong Kong Registrars Limited, the H Share registrar (for share transfer) of the Company, is as follows:

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

The details of the Office of the Board of Directors of the Company are as follows:

7th Floor, 670 Dongdaming Road Hongkou District Shanghai People’s Republic of China Postal Code: 200080 Tel: 86 (21) 6596 6666 Fax: 86 (21) 6596 6160

  1. Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM.

  2. The form of proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the form of proxy is signed by an attorney authorised by the Shareholder, the power of attorney authorising signature or other documents of authorisation must be notarially certified.

  3. To be valid, for H Shareholders, 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 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 for holding the EGM or any adjournment thereof.

  4. Each A Shareholder is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM. Notes 4 to 6 also apply to A Shareholders, except that the form of proxy or other documents of authority must be delivered to the Office of the Board of Directors of the Company, 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.

  5. If a proxy attends the EGM on behalf of a shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her attorney, which specifies the date of its issuance. If a Shareholder is a legal person and appoints its legal representative to attend the EGM, such legal representative should produce his/her identity card and valid documents evidencing his/her capacity as such legal representative. If a legal person Shareholder appoints a company representative other than its legal representative to attend the EGM, such representative should produce his/her 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.

  6. The EGM is estimated to last for an hour. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.

  7. EGM-2 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Board comprises Mr. Liu Hanbo and Mr. Zhu Maijin as executive Directors, Mr. Zhang Qinghai and Mr. Liu Zhusheng as non-executive Directors, Mr. Teo Siong Seng, Mr. Victor Huang, Mr. Li Runsheng, Mr. Zhao Jinsong and Mr. Wang Zuwen as independent non-executive Directors.

  • For identification purposes only.

  • EGM-3 -