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Dida Inc. Proxy Solicitation & Information Statement 2018

Nov 2, 2018

50671_rns_2018-11-02_bdb21023-8f55-4009-9ff4-da65fcad5792.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)

PROXY FORM FOR THE SOLICITATION OF VOTING RIGHTS BY INDEPENDENT NON-EXECUTIVE DIRECTOR FOR USE AT THE H SHARES CLASS 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 confirm as the appointing party that I/we have, prior to signing this proxy form for the solicitation of voting rights by independent non-executive director (the “ Independent Director’s Proxy Form ”), read carefully the full text of the announcement in respect of the public solicitation of voting rights by the independent non-executive director of the Company prepared by the soliciting party for the current solicitation of voting rights published on 2 November 2018 and the notice convening the class meeting for holders of H shares of the Company (the “ H Shares Class Meeting ”) to be held on Monday, 17 December 2018 at 10:00 a.m. (to be held in the order of the extraordinary general meeting, class meeting for holders of A shares and H Shares Class Meeting) at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the PRC and other relevant documents, and have been sufficiently informed about details relating to the current solicitation of voting rights. I/we have the right to, at any time prior to on-site registration at the meeting, revoke my/our appointment of the soliciting party as proxy under this Independent Director’s Proxy Form or to amend the contents of this Independent Director’s Proxy Form in accordance with procedures specified in the announcement in respect of the public solicitation of voting rights by the independent non-executive director published by the Company on 2 November 2018.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the notice of the H Shares Class Meeting dated 2 November 2018.

As the appointing party, I/we hereby appoint Mr. Ruan Yongping, the independent non-executive director, as my/our proxy to attend the H Shares Class Meeting (and any adjournment thereof) and to exercise voting rights in respect of the following matters to be considered at the H Shares Class Meeting in accordance with instructions stipulated in this Independent Director’s Proxy Form. The proxy is authorised to vote on the resolution(s) according to the following instructions.

* for identification purpose only

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SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS ABSTAIN ABSTAIN
SPECIAL RESOLUTIONS FOR AGAINST ABSTAIN
1. To approve the “Share Option Incentive Scheme of COSCO
SHIPPING Energy Transportation Co., Ltd (Revised Proposal)”
and in summary:
(i) Purpose of the scheme
(ii) Basis and scope for confirming and verification of the
participants of the scheme
(iii) Source, number and allocation of share options and
subject shares of the scheme
(iv) Validity period and arrangement for the grant and
exercise of share options
(v) Exercise price of the share options and the gains by the
participants under the scheme
(vi) Conditions of grant and conditions of exercise of the
share options
(vii) Method and procedures of adjustment to the share
options
(viii) Respective rights and obligations of the Company and
participants
(ix) Handling of special circumstances under the scheme
(x) Accounting treatment of share options under the scheme
and the impact to the business performance of the
Company
(xi) Procedures of formulation and approval of the scheme
and grant and exercise of share options under the
scheme
(xii) Management and amendment of the scheme
(xiii) Disclosure of the implementation status of the scheme
2. To approve the “Share Option Incentive Scheme Administration
Regulations of COSCO SHIPPING Energy Transportation Co.,
Ltd. (Revised Proposal)”.
3. To approve the resolution to authorise the board of directors of
the Company (the “Board”) to deal with the matters relating to
the revised share option incentive scheme of the Company.
  • Please refer to the notice of the H Shares Class Meeting dated 2 November 2018 for the full text of the aforesaid resolutions. You should also read the circular to be despatched by the Company carefully before appointing any proxies.

Dated

Signature

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Notes:

  • (A) 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 H Shares Class Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the H Shares Class Meeting, 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.

(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

  • (C) Holders of H shares, who intend to attend the H Shares Class Meeting, must complete the reply slips for attending the H Shares Class Meeting and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the H Shares Class Meeting, 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: If you wish to vote “For” the resolution, please indicate with a “✔” in the appropriate space under “For”. If you wish to vote “Against” the resolution, please indicate with a “✔” in the appropriate space under “Against”. If you wish to vote “Abstained” the resolution, please indicate with a “✔” in the appropriate space under “Abstain”. If no direction is given, your proxy may vote at his discretion. Unless you direct in the proxy form, the proxy will also be entitled to vote at his discretion for any resolution duly put to the H Shares Class Meeting other than those set out in the notice of the H Shares Class Meeting.

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 H Shares Class Meeting, 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 H Shares Class Meeting is entitled to appoint in writing the independent non-executive director of the Company to attend and vote on his behalf at the H Shares Class Meeting.

  • (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 authroised by the appointer, the power of attorney authorising signature or other authorisation documents shall be notarised.

  • (G) For holders of H shares, this Independent Director’s Proxy Form, and if this Independent Director’s Proxy Form 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 H Shares Class Meeting (or any adjournment thereof) in order for such documents to be valid.

  • (H) The H Shares Class Meeting is expected to last for an hour. Shareholders attending the H Shares Class Meeting are responsible for their own transportation and accommodation expenses.

  • For identification purpose only.

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