Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Dida Inc. Proxy Solicitation & Information Statement 2019

Jul 5, 2019

50671_rns_2019-07-04_6f6a542c-fae7-4e47-a88b-7f2c2872d724.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [106 x 70] intentionally omitted <==

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)

REVISED PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 26 JULY 2019

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 (“ 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 postponed to be held at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China at 10:00 a.m. on Friday, 26 July 2019 (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 revised notice of the EGM dated 5 July 2019.

No. No. Abstain Abstain
No. Special Resolutions For Against Abstain
1. To consider and approve the resolution in relation to the supplement to the“Price Determination Date, Issue Price and pricing principles” in respect ofthe Proposed Non-public Issuance of A Shares.
2. To consider and approve the resolution in relation to the “Proposal inrespectoftheProposedNon-publicIssuanceofAShares(2ndAmendment)”.
3. To consider and approve the resolution in relation to the SupplementalAgreement dated 29 May 2019 entered into between the Company andCOSCO Shipping.
No. Ordinary Resolutions For Against Abstain
4. To consider and approve the resolution in relation to the remedial measuresregarding dilution on current returns by the Proposed Non-public Issuanceof A Shares.
5. To consider and approve the resolution in relation to the Whitewash Waiver.
No. Special Resolutions For Against Abstain
6. To consider and approve the resolution in relation to the Specific Mandate.
7. 7. To approve the transactions contemplated under the Proposed Non-publicIssuance of A Shares which constitute a special deal under Rule 25 of theTakeovers Code.

Dated

Signature

* for identification purpose only

Notes:

  • (A) The H share register of the Company is closed from Saturday, 15 June 2019 to Friday, 26 July 2019 (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 Friday, 26 July 2019 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.

(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) 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/her discretion. Unless you direct in the 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 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 notarised.

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

  • (K) If you have completed and duly returned the form of proxy published on 31 May 2019 by the Company in respect of the EGM (the “ Original Proxy Form ”), you must pay attention to the following:

    • (i) If this revised form of proxy is not completed and duly returned, or if this revised form of proxy is returned less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof), and the Original Proxy Form has been correctly completed and returned, then the Original Proxy Form will be deemed as the valid proxy form returned by you.

    • (ii) If this revised form of proxy is completed and returned not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof), then this revised form of proxy shall supersede and replace the Original Proxy Form previously returned by you. This revised form of proxy, if correctly completed, will be deemed as the valid proxy form returned by you.