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Dida Inc. Proxy Solicitation & Information Statement 2019

May 23, 2019

50671_rns_2019-05-22_0d7a9ab0-11e0-4925-b403-ebd71338f666.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)

New Proxy Form for the Annual General Meeting for Holders of H Shares to be held on Monday, 10 June 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 annual general meeting (the “ AGM ”) 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 AGM 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. on Monday, 10 June 2019 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions or abstain at his/their discretion.

  • No. Ordinary Resolutions For Against Abstain 1. to consider and approve the 2018 Annual Report of the Company 2. to consider and approve the 2018 audited financial statements of the Company 3. to consider and approve the recommended 2018 final dividend of RMB2 cents per share (before tax)

    1. to consider and approve the 2018 Report of the directors of the Company (the “ Directors ”)
    1. to consider and approve the 2018 Report of the Supervisory Committee of the Company
    1. to consider and approve the remuneration of the Directors and supervisors (the “ Supervisors ”) of the Company for 2019, details of which are set out in the notice of the AGM dated 26 April 2019
    1. to consider and approve the appointment of Mr. Zhu Maijin as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 26 April 2019
  • No. Special Resolution For Against Abstain 8. to consider and approve the proposed (i) guarantee for China Shipping Development (Hong Kong) Marine Co., Limited (“ CSDHK ”) to be provided by the Company in an amount not exceeding USD1 billion (or its equivalent in other currencies) to guarantee the possible financing obligations of CSDHK; (ii) financing guarantee for COSCO SHIPPING Tanker (Singapore) PTE LTD. (“ CSET SG ”) to be provided by the Company in an amount not exceeding USD200 million (or its equivalent in other currencies) to guarantee the possible financing obligations of CSET SG; and (iii) financing guarantee for Pan Cosmos Shipping & Enterprises Co., Limited (“ Pan Cosmos ”) to be provided by the Company in an amount not exceeding USD200 million (or its equivalent in other currencies) to guarantee the possible financing obligations of Pan Cosmos. The guarantees are expected to be executed during the period from 1 July 2019 to 30 June 2020 (further details of which are set out in the Company’s announcement dated 27 March 2019).

* for identification purpose only

For Against Abstain

  • No. Ordinary Resolution 9. to consider and (i) approve the reappointments of PricewaterhouseCoopers and SHINEWING Certified Public Accountants as the international auditors and the domestic auditors of the Company for the year ending 31 December 2019, respectively, and to hold office until the conclusion of the next annual general meeting; (ii) for providing the Company with audit reports including the 2019 interim review report, the 2019 audit report and the audit report on the Company’s internal controls, as well as rendering specific audit and review services, approve the respective fees for review and audit payable by the Company to PricewaterhouseCoopers and SHINEWING Certified Public Accountants for the year ending 31 December 2019 of RMB3.50 million and RMB2.90 million (including taxes and travel expenses), respectively; and (iii) in the event of a major change in the scope of review and audit in respect of the Company, approve the authorisation to the Board or any person authorised by the Board to reasonably determine the specific amount of the audit fees of the Company’s domestic and international auditors for the year ending 31 December 2019.

Dated Signature

Notes:

  • (A) The H share register of members of the Company will be closed from Saturday, 11 May 2019, to Monday, 10 June 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 at the close of business on Monday, 10 June 2019 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. For the holders of H shares, in order to be entitled to attend and vote at the AGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Friday, 10 May 2019.

  • (B) The period of closure of the Company’s H share register of members will be changed from Wednesday, 26 June 2019 to Tuesday, 2 July 2019, both days inclusive, to Saturday, 15 June 2019 to Thursday, 20 June 2019, both days inclusive, during which period no transfer of H shares will be effected and registered, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. Shareholders whose names appear on the Company’s H share register of members on Thursday, 20 June 2019 will qualify for the proposed final dividend. In order to qualify for the proposed final dividend, shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the Company’s H share registrar not later than 4:30 p.m. on Friday, 14 June 2019. The proposed final dividend (the payment of which is subject to shareholders’ approval at the AGM) is to be payable on or before Friday, 9 August 2019 to shareholders whose names appear on the Company’s H share register of members on Thursday, 20 June 2019.

  • (C) 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

  • (D) resolution,ATTENTION:pleaseIf youindicatewishwithto votea “✔“For”” in thetheappropriateresolution, spacepleaseunderindicate“Against”.with a “If✔you” in wishthe appropriateto abstain fromspacevotingunderany“For”.resolution,If you wishpleasetoindicatevote “Against”with a “the✔” 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 AGM other than those set out in the notice of the AGM. 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 “Abstain”. 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 “Abstain”, while for shareholders not present at the AGM, 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 AGM 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 AGM.

  • (F) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

  • (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/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the AGM (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 AGM. 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 7th Floor, 670 Dongdaming Road, Hongkou District, Shanghai, PRC, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.

  • (I) If a proxy attends the AGM 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 AGM, 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 AGM, 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 AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses. (K) IMPORTANT : A holder of H shares who has not yet lodged the old proxy form with the Company’s H share registrar is requested to lodge the new proxy form if he/she wishes to appoint proxies to attend the AGM on his/her behalf. In this case, the old AGM proxy form should not be lodged with the Company’s H share registrar.

  • (L) IMPORTANT : Holders of H shares who have already lodged the old proxy form with the Company’s H share registrar should note that:

    • (i) if the old proxy form is lodged with the Company’s H share registrar, the old proxy form will be treated as invalid. A holder of H shares is requested to lodge the new proxy form if he/she wishes to appoint proxies to attend the AGM on his/her behalf;

    • (ii) ifanytheadjournmentnew proxy formthereofis (thelodged“ Closing with the Time Company’s”), the newH Shareproxyregistrarform willnotrevokelater thanand supersede24 hours beforethe oldtheproxytimeformappointedpreviouslyfor holdinglodgedtheby AGMhim/her.or The new proxy form will be treated as a valid proxy form lodged by the holder of H shares if correctly completed; and

    • (iii) if the new proxy form is lodged with the Company’s H share registrar after the Closing Time, the new proxy form will be invalid. However, it will revoke the old proxy form previously lodged by the holders of H shares, and any vote that may be cast by the purported proxy (whether appointed under the old proxy form or the new proxy form) will not be counted in any poll which may be taken on a proposed resolution. Accordingly, holders of H shares are advised not to lodge the new proxy form after the Closing Time. If such holders of H shares wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves. Holders of H shares are reminded that completion and delivery of the old proxy form and/or the new proxy form will not preclude holders of H shares from attending and voting in person at the AGM or at any adjournment thereof should they so wish.