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Dida Inc. — Proxy Solicitation & Information Statement 2019
May 31, 2019
50671_rns_2019-05-30_8f59b107-ce90-4099-9754-37faf36111c0.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 H SHARES CLASS MEETING TO BE HELD ON MONDAY, 15 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 class meeting of H Shareholders of the Company (“ H Shares Class Meeting ”) 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 H Shares Class Meeting to be held at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China at 2:00 p.m. (to be held in the order of the extraordinary general meeting, class meeting for holders of A shares and H Shares Class Meeting) on Monday, 15 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 notice of the H Shares Class Meeting dated 31 May 2019.
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 of the Proposed Nonpublic Issuance of A Shares.
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To consider and approve the resolution in relation to the “Proposal in respect of the Proposed Non-public Issuance of A Shares (2nd Amendment)”.
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To consider and approve the resolution in relation to the Supplemental Agreement dated 29 May 2019 entered into between the Company and COSCO Shipping.
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To consider and approve the resolution in relation to the Specific Mandate. 5. To approve the transactions contemplated under the Proposed Non-public Issuance of A Shares which constitute a special deal under Rule 25 of the Takeovers Code.
Dated
Signature
Notes:
(A) The H share register of the Company will be closed from Saturday, 15 June 2019 to Monday, 15 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 Monday, 15 July 2019 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, 14 June 2019.
(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, 25 June 2019.
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) resolution,ATTENTION:pleaseIf youindicatewishwithto votea “✔“For”” in thetheappropriateresolution, spacepleaseunderindicate“Against”.with a “If✔you” in wishthe appropriateto vote “Abstained”space underthe“For”.resolution,If youpleasewishindicateto vote with“Against”a “✔”thein 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 H Shares Class Meeting other than those set out in the notice of the H Shares Class Meeting.
* for identification purpose only
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.
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(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 one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the H Shares Class Meeting.
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(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.
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(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 H Shares Class Meeting (or any adjournment thereof) in order for such documents to be valid.
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(H) 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.
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(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.