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Dida Inc. — Proxy Solicitation & Information Statement 2014
Jul 23, 2014
50671_rns_2014-07-22_448494bc-6c53-4530-957a-2f10513fb3de.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 Tuesday, 12 August 2014
I/We
of
am/are the shareholder(s) of China Shipping Development Company Limited (the “ Company ”), holding I/We hereby appoint of
H Shares.
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 Tuesday, 12 August 2014 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 resolution or abstain at his/their discretion.
| No. | Ordinary Resolutions | FOR | FOR | AGAINST | ABSTAIN | ABSTAIN | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2. | To approve, ratify and confirm the three corporate guarantees (the “Corporate | |||||||||
| Guarantees”) all dated 8 July 2014 and executed by the Company in favour of | ||||||||||
| Daewoo Shipbuilding & Marine Engineering Co., Ltd. and DY Maritime | Limited | |||||||||
| (the “Shipbuilders”) in connection with the obligations of each of Arctic Blue LNG | ||||||||||
| Shipping Limited, Arctic Green LNG Shipping Limited and Arctic Purple LNG | ||||||||||
| Shipping Limited (the “JV Companies”) under each of the three shipbuilding | ||||||||||
| contracts (the “Shipbuilding Contracts”) all dated 8 July 2014 entered into between | ||||||||||
| the Shipbuilders and each of the JV Companies in respect of the construction of | ||||||||||
| three carriers (the “Vessels”) to be acquired and owned by each of | the JV | |||||||||
| Companies upon completion of their construction pursuant to the Shipbuilding | ||||||||||
| Contracts and the transactions contemplated thereunder, and to authorise the | ||||||||||
| Directors to exercise all powers which they consider necessary to do such acts and | ||||||||||
| things and execute such other documents which in their opinion may be necessary | ||||||||||
| or desirable to implement the transactions contemplated under the Corporate | ||||||||||
| Guarantees. | ||||||||||
| 3. | To approve, ratify and confirm the three owner’s guarantees (the “Owner’s | |||||||||
| Guarantees”) all dated 8 July 2014 and executed by the Company in favour of | ||||||||||
| YAMAL Trade Pte. Ltd. (the “Charterer”) respectively in connection with the | ||||||||||
| obligations of each of the joint venture companies under each of the three time | ||||||||||
| charter agreements all dated 8 July 2014 in respect of the vessels made between | ||||||||||
| each of the joint venture companies as owners and the Charterer as a charterer and | ||||||||||
| the transactions contemplated thereunder, and to authorise the Directors to exercise | ||||||||||
| all powers which they consider necessary to do such acts and things and | execute | |||||||||
| such other documents which in their opinion may be necessary or desirable to | ||||||||||
| implement the transactions contemplated under the Owner’s Guarantees. | ||||||||||
| 4. | To approve and confirm the guarantee (the “CSD HK Guarantee”) to be provided | |||||||||
| by the Company for the benefit of China Shipping Development (Hong Kong) | ||||||||||
| Marine Co., Limited (“CSD HK”), a direct wholly-owned subsidiary | of the | |||||||||
| Company,ofnotmorethanUS$500,000,000(equivalenttoapproximately | ||||||||||
| HK$3.875 billion), to guarantee CSD HK’s repayment obligations for offshore | ||||||||||
| bank loans, and the transactions contemplated thereunder, and to authorise the | ||||||||||
| Directors to exercise all powers which they consider necessary to do such acts and | ||||||||||
| things and execute such other documents which in their opinion may be necessary | ||||||||||
| or desirable to implement the transactions contemplated under the CSD HK | ||||||||||
| Guarantee. |
Dated
Signature
Notes:
-
(A) Please refer to the proxy form despatched together with the notice of EGM dated 23 June 2014 for Resolution 1.
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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) 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 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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(G) 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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(H) 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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(I) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.