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Dida Inc. Proxy Solicitation & Information Statement 2018

Nov 1, 2018

50671_rns_2018-11-01_6f204f5e-6a09-4034-b221-6449341d70f8.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

This notice is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of COSCO SHIPPING Energy Transportation Co., Ltd.

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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)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for holders of H Shares (“ H Shares Class Meeting ”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on Monday, 17 December 2018 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the PRC (to be convened in the order of the extraordinary general meeting, class meeting for holders of A shares and H Shares Class Meeting) to consider and, if thought fit, approve the following resolutions. Reference is made to (i) the announcement of the Company dated 30 October 2018 in respect of the adoption of the revised share option incentive scheme of the Company; and (ii) the announcement of the Company dated 30 October 2018 in respect of the extension of validity period of the shareholders’ resolutions and authorisation granted to the board of directors to handle all matters relating to the proposed non-public issuance of A shares of the Company, which contain details of the transactions referred to in the resolutions below.

SPECIAL RESOLUTIONS

  1. To consider and approve the “Share Option Incentive Scheme of COSCO SHIPPING Energy Transportation Co., Ltd. (Revised Proposal)” and in summary:

  2. (i) Purpose of the scheme

  3. (ii) Basis and scope for confirming and verification of the participants of the scheme

  4. (iii) Source, number and allocation of share options and subject shares of the scheme

* for identification purposes only

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  • (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

  1. To consider and approve the “Share Option Incentive Scheme Administration Regulations of COSCO SHIPPING Energy Transportation Co., Ltd. (Revised Proposal)”.

  2. To consider and 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.

  3. To consider and approve the extension of the validity period of the shareholders’ resolutions relating to the Proposed Non-public Issuance of A Shares (as defined in the announcement of the Company dated 30 October 2018 (subject to such amendments as may be announced by the Company from time to time) (the “ Extension Announcement ”)).

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  5. To consider and approve the extension of the validity period of the authorisation granted to the Board and any person authorised by the Board to handle all matters in connection with the Proposed Non-public Issuance of A Shares (as defined in the Extension Announcement).

By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong

Company Secretary

2 November 2018 Shanghai The People’s Republic of China

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

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  • (D) 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 one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the H Shares Class Meeting.

  • (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 H Share Class Meeting (or any adjournment thereof) in order for such documents to be valid.

  • (G) If a proxy attends the H Shares Class Meeting 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 H Shares Class Meeting, 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 H Shares Class Meeting, 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.

  • (H) Pursuant to the Administrative Measures on Share Option Incentives of Listed Companies (the “ Administrative Measures ”), the independent non-executive director of a company listed on the Shanghai Stock Exchange shall solicit voting rights from all shareholders of the company in the event of the proposed adoption of a share incentive scheme by such company. The solicitation is intended to provide shareholders of such listed company with an alternative approach to participate in general meetings, so as to encourage them to vote on the resolutions in respect of the adoption of a share incentive scheme. Pursuant to the Administrative Measures and authorisation of other independent nonexecutive directors, Mr. Ruan Yongping, an independent non-executive director, will send the proxy form for the solicitation of voting rights by independent non-executive director (the “ Independent Director’s Proxy Form ”) to solicit voting rights from the H Shareholders on the special resolutions in respect of the proposed A share option incentive scheme of the Company (the “ Scheme ”) and its related matters at the H Shares Class Meeting. For further details of the Independent Director’s Proxy Form, please refer to the announcement in respect of the public solicitation of voting rights by the independent non-executive director to be published by the Company.

Should you wish to appoint Mr. Ruan Yongping as your proxy to vote for you and on your behalf at the H Shares Class Meeting on the special resolutions in respect of the Scheme and its related matters, please complete, sign and return the Independent Director’s Proxy Form to the Company’s H share registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by hand or by post, no later than 24 hours before the time appointed for holding of the H Shares Class Meeting or any adjournment thereof.

You may appoint Mr. Ruan Yongping as your proxy to vote for you and on your behalf solely on the special resolutions in respect of the Scheme and its related matters at the H Shares Class Meeting. If you wish to appoint any person other than Mr. Ruan Yongping as your proxy to vote for you and on your

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behalf solely on all resolutions at the H Shares Class Meeting, you may disregard the Independent Director’s Proxy Form and complete and return the proxy form published by the Company on 2 November 2018 (the “ Proxy Form ”) only.

Please note that if you have completed and returned both the Proxy Form and the Independent Director’s Proxy Form, but have given inconsistent voting instructions on the resolutions concerned between the Proxy Form and the Independent Director’s Proxy Form, your voting instructions given in the Independent Director’s Proxy Form will be counted as your vote for or against the special resolutions in respect of the Scheme and its related matters at the H Shares Class Meeting.

  • (I) 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.

  • (J) As at the date of this notice, the board of directors of the Company comprises Mr. Huang Xiaowen, Mr. Liu Hanbo and Mr. Lu Junshan as executive directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive directors, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive directors.

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