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Dida Inc. — Proxy Solicitation & Information Statement 2014
Sep 12, 2014
50671_rns_2014-09-11_68b2b230-619d-49fa-89de-3c45fa5c63dc.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)
Supplemental Proxy Form For the Extraordinary General Meeting for holders of H Shares to be held on Thursday, 16 October 2014
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 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China at 2:30 p.m. on Thursday, 16 October 2014 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolution according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolution or abstain at his/their discretion.
| No. | Ordinary Resolution | FOR | AGAINSTABSTAIN | AGAINSTABSTAIN | AGAINSTABSTAIN | AGAINSTABSTAIN | AGAINSTABSTAIN | ||
|---|---|---|---|---|---|---|---|---|---|
| 2. | THAT the entry into by China Shipping Tanker Co., Ltd (中海油輪運輸有 | ||||||||
| 限公司) of the equity transfer agreement dated 30 July 2014 (the “Equity | |||||||||
| Transfer Agreement”) in respect of the acquisition of 20% equity interestin上海北海船務股份有限公司(ShanghaiBeihaiShippingCompany | |||||||||
| Limited) and the transactions contemplated thereunder be and are hereby | |||||||||
| approved; and to authorise the directors of China Shipping | Development | ||||||||
| Company Limited to exercise all powers which they consider | necessary and | ||||||||
| do such other acts and things and execute such other documents which in | |||||||||
| their opinion may be necessary or desirable to implement the transactions | |||||||||
| contemplated under the Equity Transfer Agreement. |
Dated Signature
Notes:
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(A) Please refer to the proxy form despatched together with the notice of EGM dated 29 August 2014 for Resolution 1 (the “ First Proxy Form ”).
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(B) Details of the Office of the Secretary to the Board of Directors of the Company are as follows: 7/F, 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) ATTENTION:resolution, pleaseIf youindicatewish withto votea “�“For”” in thethe appropriateresolution, pleasespace underindicate“Against”.with a “If�you” in wishthe appropriateto abstain fromspacevotingunderany“For”.resolution,If you wishpleasetoindicatevote “Against”with a “�the” in the appropriate space under “Abstain”. If no direction is given, your proxy may vote at his/her discretion. Unless you direct in the First Proxy Form or in this supplemental proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the EGM other than those set out in the notice of EGM dated 29 August 2014 or the supplemental notice of the EGM.
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 EGM, 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.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.
(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.
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(F) 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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(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 applies to holders of A Shares, except that the supplemental 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 in order for such documents to be valid..
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(H) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the appointor of 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 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 corporate shareholder (which is a legal person) and duly signed by its legal representative.
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(I) If you have already validly appointed a proxy to act for you at the EGM but have not completed and returned this supplemental proxy form, your proxy will have the right to vote at his/her discretion. Completion and return of the supplemental proxy form will not preclude you from attending, and voting at, the EGM.
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(J) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.