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Dida Inc. — Proxy Solicitation & Information Statement 2018
Nov 30, 2018
50671_rns_2018-11-29_c243942a-6d62-4be9-8c52-124366d6dd0b.pdf
Proxy Solicitation & Information Statement
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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 People’s Republic of China with limited liability)
(Stock Code: 1138)
SUPPLEMENTAL PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 17 DECEMBER 2018
I/We of
am/are the shareholder(s) of COSCO Shipping Energy Transportation Co., Ltd. (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 of the Company (the “ 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, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China at 10:00 a.m. on Monday, 17 December 2018 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. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the supplemental notice of the EGM dated 30 November 2018 (the “ Supplemental Notice of the EGM ”).
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ORDINARY RESOLUTIONS For Against Abstained
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- To approve, ratify and confirm the financial services framework agreement dated 12 November 2018 entered into between the Company and China COSCO Shipping Corporation Limited (中國遠洋海運集團有限公司) (“ COSCO SHIPPING ”) in relation to the provision of financial services and the transactions and the proposed annual caps contemplated thereunder (the “ 2018 Financial Services Framework Agreement ”); and to authorise the directors of the Company (“ Directors* ”) 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 2018 Financial Services Framework Agreement
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- To approve, ratify and confirm the shipping materials and services framework agreement dated 12 November 2018 entered into between the Company and COSCO SHIPPING in relation to supply and receipt of shipping materials and services and the transactions and the proposed annual caps contemplated thereunder (the “ 2018 Shipping Materials and Services Framework Agreement ”); and to authorise the Directors 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 2018 Shipping Materials and Services Framework Agreement
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- To approve, ratify and confirm the sea crew framework agreement dated 12 November 2018 entered into between the Company and COSCO SHIPPING in relation to supply and receipt of sea crew services and the transactions and the proposed annual caps contemplated thereunder (the “ 2018 Sea Crew Framework Agreement ”); and to authorise the Directors 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 2018 Sea Crew Framework Agreement
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- To approve, ratify and confirm the services framework agreement dated 12 November 2018 entered into between the Company and COSCO SHIPPING in relation to supply and receipt of certain services and the transactions and the proposed annual caps contemplated thereunder (the “ 2018 Services Framework Agreement ”); and to authorise the Directors 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 2018 Services Framework Agreement
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* for identification purpose only
For Against Abstained
ORDINARY RESOLUTIONS
- To approve, ratify and confirm the property lease framework agreement dated 12 November 2018 entered into between the Company and COSCO SHIPPING in relation to supply and receipt of property and land use right leasing services and the transactions and the proposed annual caps contemplated thereunder (the “ 2018 Lease Framework Agreement ”); and to authorise the Directors 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 2018 Lease Framework Agreement
Dated Signature
Notes:
(A) Please“ Original refer Notice to the of proxy the EGM form”)(thefor Resolutions“ Original Proxy 1 to 6. Form This ”)proxydespatchedform is togetherthe supplementalwith theproxynoticeformof the(theEGM“ Supplemental dated 2 November Proxy Form 2018”)(thefor the purpose of the supplemental resolutions set out in the Supplemental Notice of the EGM and only serves as a supplement to the Original Proxy Form.
(B) The H share register of the Company will be closed from Saturday, 17 November 2018 to Monday, 17 December 2018 (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, 17 December 2018 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, 16 November 2018. 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
(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 Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Tuesday, 27 November 2018. Details of the Office of the Board of Directors of the Company are as follows:
7th Floor, 670 Dongdaming Road Hongkou District, Shanghai the People’s Republic of China Postal Code: 200080 Tel: 86 (21) 6596 6666 Fax: 86 (21) 6596 6160
(D) ATTENTION:“Against”please indicatethe resolution,Ifwithyoua wish“✔”pleaseinto thevoteindicateappropriate“For”withthe spaceresolution,a “✔”underin theplease“Abstain”.appropriateindicateIf nospacewithdirectionaunder“✔” is“Against”.ingiven,the appropriateyourIf youproxywishspacemaytoundervotevote at“Abstained”“For”.his/herIf discretion.youthewishresolution,toUnlessvote you direct in the Original 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 Original Notice of the EGM 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 “Abstained”. 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 “Abstained”, 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. (E) 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.
(F) 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. If that instrument is signed by person authorised by the appointer, the power of attorney authorising signature or other authorisation documents shall be notarized.
(G) 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.
(H) 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 (E) to (F) 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 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.
(I) 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.
(J) This Supplemental Proxy Form will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolutions set out in the Original Notice of the EGM. If you have validly appointed a proxy to attend and act for you at the EGM but do not duly complete and deliver this Supplemental Proxy Form, your proxy will be entitled to vote at the discretion on the resolutions set out in the Supplemental Notice of the EGM. If you do not duly complete and deliver the Original Proxy Form for the EGM but have duly completed and delivered this Supplemental Proxy Form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at the discretion on the resolutions set out in the Original Notice of the EGM. If the proxy being appointed to attend the EGM under this Supplemental Proxy Form is different from the proxy appointed under the Original Proxy Form and both proxies attended the EGM, the proxy validly appointed under the Original Proxy Form shall be designated to vote at the EGM. Completion and return of this Supplemental Proxy Form will not preclude you from attending, and voting at, the EGM.
(K) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
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