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Dida Inc. — Proxy Solicitation & Information Statement 2011
Nov 30, 2011
50671_rns_2011-11-30_3ab7ea3c-d86e-4843-828e-e23bbe23ca21.pdf
Proxy Solicitation & Information Statement
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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)
PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 16 JANUARY 2012
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 Extraordinary General Meeting (“EGM”) 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 EGM to be held at 700 Dong Da Ming Road, Shanghai, The People’s Republic of China at 2:00 p.m. on Monday, 16 January 2012 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolution(s) according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolution(s) or abstain at his/their discretion.
| Ordinary Resolutions | For | Against Abstention |
Against Abstention |
Against Abstention |
Against Abstention |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | To appoint Mr. Xu Lirong as an executive director of China Shipping | ||||||||||
| Development | Company Limited (the “Company”), to approve the terms | ||||||||||
| of the service contract of Mr. Xu Lirong and to authorise any director | |||||||||||
| of the Company | to make any further amendments to such service | ||||||||||
| contract as he sees necessary or desirable and execute | the same on | ||||||||||
| behalf the Company. | |||||||||||
| 2. | To appoint Mr. Wang Wusheng as an independent non-executive director | ||||||||||
| of China Shipping Development Company Limited (the “Company”), | to | ||||||||||
| approve the terms of the service contract of Mr. Wang | Wusheng and | to | |||||||||
| authorise any director of the Company to make any further amendments | |||||||||||
| to such service contract as he sees necessary or desirable and execute | |||||||||||
| the same on behalf the Company. |
Dated
Signature:
Notes:
(A) The H share register of the Company will be closed from Saturday, 17 December 2011 to Monday, 16 January 2012 (both days inclusive), during which no transfer of H shares will be affected. 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, 16 December 2011, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, share transfer documents should be lodged with the Company’s H share registrar not later than 4:30 p.m. on Friday, 16 December 2011. 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
(B) Holders of H Shares, who intend to attend the EGM, must complete and return the reply slip to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Tuesday, 27 December 2011. 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
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(C) 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 a shareholder or not, to attend and vote on his behalf at the EGM.
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(D) 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.
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(E) 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 EGM or any adjournment thereof in order for such documents to be valid.
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(F) 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 (C) to (D) 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 Secretary to the Board of Directors, the address of which is set out in Note (B) above, not less than 24 hours before the time for holding the EGM or any adjournment, thereof in order for such documents to be valid.
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(G) 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 legal person share shareholder 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 representative of a company other than its legal representative to attend the EGM, 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.
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(H) The EGM is expected to last half an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.