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Dida Inc. Proxy Solicitation & Information Statement 2016

Aug 4, 2016

50671_rns_2016-08-03_cb2bbe13-340c-4851-9ee8-13e36cf1aa4d.pdf

Proxy Solicitation & Information Statement

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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 China Shipping Development Company Limited, 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 effected for transmission to the purchaser.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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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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)

(1) PROPOSED CHANGE OF COMPANY NAME (2) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION (3) PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 9 of this circular.

A notice convening the EGM to be held at 2:00 p.m. on Monday, 19 September 2016 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China 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 Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China. 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 Tuesday, 30 August 2016.

4 August 2016

CONTENT

Pages Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix — Particulars of Amendments to Articles of Association. . . . . . . . . . . . . . . . . . . 10
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 “A Shareholder(s)” holder(s) of A Shares “Articles of Association” the articles of association of the Company, as amended, revised or supplemented from time to time “Board” the board of Directors “Company” China Shipping Development Company Limited (中海發展股 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 “Dalian Ocean” Dalian Ocean Shipping Co., Ltd. (大連遠洋運輸有限公司), a limited liability company incorporated in the PRC on 1 January 1978, and a wholly-owned subsidiary of the Company as at the Latest Practicable Date “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 Monday, 19 September 2016 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China “Group” the Company and its subsidiaries “Guarantees” the guarantees not exceeding the respective sums of RMB1,530,000,000 and US$1,220,000,000 respectively and expected to be granted by the Company to guarantee the possible financing obligations of Dalian Ocean and its subsidiaries “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 “H Shareholder(s)” holder(s) of H Shares “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 29 July 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

— 1 —

DEFINITIONS

“Listing Rules” The Rules Governing the Listing of Securities on the Hong The Rules Governing the Listing of Securities on the Hong The Rules Governing the Listing of Securities on the Hong
Kong Stock Exchange
“PRC” the People’s Republic of China
“Proposed Change of Name” the proposed change of the Chinese and English name of the
Company
from
“中海發展股份有限公司”
and
“China
Shipping Development Company Limited” to “中遠海運能源
運輸股份有限公司”
and
“COSCO
SHIPPING
Energy
Transportation Co., Ltd.”, respectively
“Restructuring” restructuring of the Group’s business as announced by the
Company
on
29
March
2016
and
as
approved
by the
Shareholders at the annual general meeting of the Company
held on 20 May 2016
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
“Share(s)” A Shares and/or H Shares
“Shareholders” holders of A Shares and/or H Shares
“US$” United States Dollars, the lawful currency of the United
States of America

— 2 —

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 4 August 2016 Last day for returning the reply slips for the EGM . . . . . . . . . . . . . . . . . Tuesday, 30 August 2016 Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . . . Sunday, 18 September 2016 Closure of H Share register of members of the Company . . . . . . . . from Saturday, 20 August 2016 to Monday, 19 September 2016 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. Monday, 19 September 2016

— 3 —

LETTER FROM THE BOARD

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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)

Executive Directors: Sun Jiakang (Chairman) Huang Xiaowen Ding Nong Yu Zenggang Yang Jigui Han Jun Qiu Guoxuan

Independent Non-Executive Directors: Wang Wusheng Ruan Yongping Ip Sing Chi Rui Meng Teo Siong Seng

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

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

4 August 2016

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CHANGE OF COMPANY NAME (2) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION (3) PROPOSED PROVISION OF GUARANTEE TO SUBSIDIARIES AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and further information regarding the resolutions to be proposed at the EGM in relation to (i) the Proposed Change of Name; (ii) the proposed amendments to the Articles and (iii) the Guarantees so that you may make informed decisions on such resolutions at the EGM.

— 4 —

LETTER FROM THE BOARD

I. PROPOSED CHANGE OF NAME

The Board proposes to change the Chinese and English name of the Company from “中海發展 股份有限公司” and “China Shipping Development Company Limited” to “中遠海運能源運輸股份有 限公司” and “COSCO SHIPPING Energy Transportation Co., Ltd.”, respectively.

The Proposed Change of Name is subject to satisfaction of the following conditions:-

  • (i) the passing of special resolutions by the Shareholders at the EGM approving the Proposed Change of Name and the relevant amendments to the Articles of Association; and

  • (ii) the approval by the Ministry of Commerce and the relevant Administration of Industry and Commerce of the PRC.

Relevant filings with PRC authorities will be made after passing of the relevant special resolution at the EGM. Subject to satisfaction of the conditions set out above, the Proposed Change of Name will take effect from the time when the new name is registered with the relevant administration of industry and commerce. The Company will proceed with all necessary filings with the Companies Registry of Hong Kong thereafter.

The Board considers that the Proposed Change of Name reflects the nature of business of the Group following the completion of the Restructuring and addresses the Group’s business development needs, and is therefore advantageous to the future business development of the Group.

The Proposed Change of Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and/or financial position. After the Proposed Change of Name becomes effective, all existing certificates of securities in issue bearing the current name of the Company shall continue to be the evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the change of the Company name becomes effective, the new share certificates will be issued only in the new name of the Company.

Subject to the confirmation by the Hong Kong Stock Exchange, the English and Chinese stock short names for trading the H Shares on the Hong Kong Stock Exchange will also be changed after the Proposed Change of Name becoming effective. Further announcement will be made by the Company relating to the effective date of the Proposed Change of Name and the Company’s new stock short names.

The Proposed Change of Name will be put forward to the Shareholders for approval by way of a special resolution at the EGM.

— 5 —

LETTER FROM THE BOARD

II. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to make certain amendments to the Articles of Association in relation to, among other things, (i) the Proposed Change of Name, and (ii) miscellaneous changes with a view to further enhancing corporate governance and investor protection.

The proposed amendments to the Articles of Association are subject to the passing of a special resolution at the EGM by the Shareholders and completion of the registration procedures with the relevant PRC government authorities. The existing Articles of Association will continue to be in force until the proposed amendments become effective upon completion of the said registration mentioned above.

Details of the changes to the Articles of Associations are set out in the Appendix to this circular.

III. PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES

Reference is made to the announcement of the Company dated 28 July 2016 published on the Shanghai Stock Exchange (and on the Hong Kong Stock Exchange by way of an overseas regulatory announcement) in respect of the proposed provision of the Guarantees in favour of Dalian Ocean (a wholly-owned subsidiary of the Company as at the Latest Practicable Date) and its subsidiaries.

Financial commitments underlying the Guarantees

Pursuant to the resolutions passed at the seventh meeting of the Board held on 28 July 2016, the Board resolved that the Company shall be authorised to provide the Guarantees in favour of Dalian Ocean and its subsidiaries in the respective maximum amount of RMB1,530,000,000 and US$1,220,000,000 respectively, subject to Shareholders’ approval at the EGM. The Guarantees will be granted to guarantee their respective possible financing obligations and the authorisation, if granted by the Shareholders, will be valid from the date on which the relevant Shareholders’ approval has been obtained and up to 30 June 2017. Separate legal documentation will be entered into by the Company as and to such extent the Guarantees are granted, and announcement(s) will be made by the Company as and when appropriate in compliance with the Listing Rules and other relevant laws and regulations. To the extent the granting of Gurantees will constitute a transaction under Chapter 14 of the Listing Rules or a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules, the Company will comply with the relevant requirements under the Listing Rules accordingly.

— 6 —

LETTER FROM THE BOARD

Information on Dalian Ocean

Dalian Ocean is a direct wholly-owned subsidiary of the Company as at the Latest Practicable Date. Dalian Ocean specializes in liquid bulk transportation and currently owns 29 vessels including tankers, LPG carriers, with total deadweight of more than 6 million.

Reasons for providing the Guarantees

As at 30 June 2016, the Company has entered into guarantees in respect of obligations of its subsidiaries in the sums of US$246,350,000 and RMB1.05 billion respectively, representing in aggregate approximately 10.5% of the consolidated net assets of the Group as at 31 December 2015. As the total amount of the Guarantees proposed to be given exceeds 10% of the Group’s consolidated net asset as at 31 December 2015 (being the date to which the latest consolidated audited accounts of the Group are made up) and debt ratio of some subsidiaries of Dalian Ocean exceeds 70%, the Company is required by the applicable PRC rules and regulations to seek approval from the Shareholders at the EGM with respect to the aggregate financial commitments underlying the Guarantees.

The Guarantees are expected to be provided to guarantee the financing obligations of Dalian Ocean and its subsidiaries. The Board is of the view that the Guarantees will allow the Group as a whole to secure additional funding at relatively lower financing costs. Having considered Dalian Ocean’s access to funds outside the PRC, and that the Company’s provision of the Guarantees, which represent guarantees given by the Company in favour of its subsidiaries, will have no material adverse impact on the Company’s financial position as a whole, the Directors are of the view that the provision of the Guarantees are fair and reasonable and is in the interest of the Company and its Shareholders as a whole. As such, the Board approved the provision of the Guarantees and refer the same to the Shareholders for approval at the EGM.

IV. CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company will be closed from Saturday, 20 August 2016 to Monday, 19 September 2016 (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 register of members on Monday, 19 September 2016 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, 19 August 2016.

— 7 —

LETTER FROM THE BOARD

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

Holders of H Shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them 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, 30 August 2016. 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

V. EGM

It is proposed that special resolutions for, amongst other things, the approval of the Proposed Change of Name the amendments to the Articles of Association referred to above be put the Shareholders for their consideration at the EGM. The EGM will be held at 2:00 p.m. on Monday, 19 September 2016 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China. A notice of the EGM is set out on pages N-1 to N-3 of this circular.

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 Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, 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 Tuesday, 30 August 2016.

— 8 —

LETTER FROM THE BOARD

VI. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Proposed Change of Name, the amendments to the Articles of Association and the provision of the Guarantees to be in the interest of the Company and its Shareholders as whole, and recommend the Shareholders to approve all resolutions to be proposed at the EGM.

Yours faithfully, China Shipping Development Company Limited Sun Jiakang Chairman

— 9 —

APPENDIX PARTICULARS OF AMENDMENTS TO ARTICLES OF ASSOCIATION

The below table sets out the proposed amendments to the Articles of Association to be proposed at the EGM:-

Amendment No. 1

ARTICLE 3

Existing Provisions

Registered Name of the Company: 中海發展股份有限公司

Name of the Company in English: China Shipping Development Company Limited

Proposed Revised Provisions

Registered Name of the Company: 中遠海運能源運輸股份有限公司

Name of the Company in English: COSCO SHIPPING Energy Transportation Co., Ltd.

Amendment No. 2

ARTICLE 104

Existing Provisions

Shareholders (including proxies thereof) who vote at a general meeting shall exercise their voting rights in proportion to the amount of voting shares they represent. Each share shall carry the right to one vote. The Company shall have no voting rights for the shares it holds, and such portion of the shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting. The Board, independent directors and qualified shareholders may collect voting rights from shareholders. Pursuant to governing laws, regulations and listing rules at the location where the Company’s shares are listed, if any shareholder must abstain from voting on any resolution or is restricted to declaring only an affirmative vote or only a dissenting vote on any resolution, then any vote declared by the said shareholder (or proxy thereof) against the relevant provision or restriction shall not be counted in the total number of votes.

— 10 —

PARTICULARS OF AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIX

Proposed Revised Provisions

Shareholders (including proxies thereof) who vote at a general meeting shall exercise their voting rights in proportion to the amount of voting shares they represent. Each share shall carry the right to one vote.

When considering material events affecting the interest of minority investors at the general meeting, the votes cast by minority investors shall be counted separately. The result of separate counting of such votes shall be timely and openly disclosed.

The Company shall have no voting rights for the shares it holds, and such portion of the shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

The Board, independent directors and qualified shareholders may solicit voting rights openly from shareholders. When soliciting voting rights from shareholders, sufficient disclosure of information, such as the specific voting intention, shall be provided to the solicited parties. Soliciting voting rights from shareholders by providing a consideration or otherwise a reward is prohibited. The Company shall not set a minimum shareholding threshold when soliciting voting rights.

Pursuant to applicable laws, regulations and listing rules at the location where the Company’s shares are listed, if any shareholder must abstain from voting or is restricted to vote only in favor of or against any individual resolution, then any vote cast by the said shareholder (or proxy thereof) in violation of the relevant provision or restriction shall not be counted in the voting result.

Amendment No. 3

Pursuant to the aforesaid amendment to the Articles of Association, the numbers of articles and the names of the Company in the Articles of Association and the annex thereof shall be adjusted accordingly.

— 11 —

NOTICE OF EGM

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting (the “EGM”) of China Shipping Development Company Limited (the “Company”) will be held at 2:00 p.m. on Monday, 19 September 2016 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 resolutions:

Special Resolutions

  1. THAT subject to the passing of the special resolution numbered 2 below, the change of the Chinese and English name of the Company from “中海發展股份有限公司” and “China Shipping Development Company Limited” to “中遠海運能源運輸股份有限公司” and “COSCO SHIPPING Energy Transportation Co., Ltd.”, respectively be and are hereby approved.”

  2. THAT

  3. (a) the proposed amendments (“Proposed Amendments”, details of which are set out in the circular dated 4 August 2016 published by the Company) to the articles of association of the Company (“Articles of Association”) be and are hereby approved; and

  4. (b) any one director of the Company be and is hereby authorised to make such adjustments or other amendments to the Articles of Association as he/she considers necessary or otherwise appropriate in connection with the Proposed Amendments or as may be required by the relevant regulatory authorities, and to file the amended Articles of Association with the relevant authorities for approval, endorsement and/or registration as appropriate, and to do or authorise doing all such acts, matters and things as he/she may in his/her absolute discretion consider necessary, expedient or desirable to give effect to and implement the Proposed Amendments to the Articles of Association.”

— N-1 —

NOTICE OF EGM

Ordinary Resolution

  1. THAT :-

  2. (i) the aggregate financial commitments of up to RMB9,660,000,000 (comprising RMB1,530,000,000 and US$1,220,000,000) under the guarantees (the “ Guarantees ”) to be provided by the Company for the benefit of Dalian Ocean Shipping Co., Ltd. (大連遠洋運輸有限公司) and/or its subsidiaries, for the period commencing from the date on which this resolution is passed up to and including 30 June 2017, to guarantee their respective financing obligations as may be incurred, be and is hereby approved and confirmed, and

  3. (ii) the chairman of the board of directors of the Company, the Chief Executive Officer of the Company and the Chief Financial Officer of the Company be and each is hereby authorised to exercise all powers and do all such acts and things and execute such other documents which they may consider necessary or desirable to implement the foregoing, including but not limited to granting the Guarantees.”

By Order of the Board China Shipping Development Company Limited Yao Qiaohong

Company Secretary

4 August 2016 Shanghai The People’s Republic of China

Notes:

  • (A) The H share register of the Company will be closed from Saturday, 20 August 2016, to Monday, 19 September 2016 (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 register of members on Monday, 19 September 2016 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, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Friday, 19 August 2016.

  • (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

— N-2 —

NOTICE OF EGM

  • (C) Holders of H shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them 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, 30 August 2016.

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

  • (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 proxy duly authorised in writing or, if the principal is a legal person, under seal or under the hand of the director or proxy duly authorised. Where such instrument is signed by a person authorised by the appointor, the power of attorney authorising signature or other authorisation documents shall be notarised.

  • (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 at 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 Secretary to 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.

  • (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 an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

  • (J) As at the date of this announcement, the Board comprises Mr. Sun Jiakang, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Qiu Guoxuan as 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.

— N-3 —