Dida Inc. — Proxy Solicitation & Information Statement 2024

Dec 9, 2024

COSCO SHIPPING

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)

FORM OF PROXY

FOR EXTRAORDINARY GENERAL MEETING
TO BE HELD ON MONDAY, 30 DECEMBER 2024

No. of H Shares to which this form of proxy relates¹

I/We²

of

being shareholder(s) of COSCO SHIPPING Energy Transportation Co., Ltd. (the "Company"), hereby appoint³ the Chairman of the EGM (as defined below) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the "EGM") to be held at 10:00 a.m. on Monday, 30 December 2024 (or at any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People's Republic of China as hereunder indicated in respect of the resolutions set out in the notice of the EGM dated 10 December 2024 (the "Notice of EGM") and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 10 December 2024 (the "Circular").

No.	Ordinary Resolutions#	For⁴	Against⁴	Abstain⁴
1.	To approve, ratify and confirm the financial services framework agreement dated 30 October 2024 entered into between the Company and COSCO SHIPPING Finance Company Limited* (中遠海運集團財務有限責任公司) (“COSCO SHIPPING Finance”) in relation to the provision of financial services and the transactions and the proposed annual caps contemplated thereunder (the “2024 Financial Services Framework Agreement”); and to authorize the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the 2024 Financial Services Framework Agreement.
2.	To approve, ratify and confirm the vessel services framework agreement dated 30 October 2024 entered into between the Company and China COSCO SHIPPING Corporation Limited* (中國遠洋海運集團有限公司) (“COSCO SHIPPING”) in relation to supply and receipt of shipping materials and services and the transactions and the proposed annual caps contemplated thereunder (the “2024 Vessel Services Framework Agreement”); and to authorize the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the 2024 Vessel Services Framework Agreement.
3.	To approve, ratify and confirm the sea crew framework agreement dated 30 October 2024 entered into between the Company and COSCO SHIPPING in relation to receipt of sea crew services and the transactions and the proposed annual caps contemplated thereunder (the “2024 Sea Crew Framework Agreement”); and to authorize the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the 2024 Sea Crew Framework Agreement.
4.	To approve, ratify and confirm the services framework agreement dated 30 October 2024 entered into between the Company and COSCO SHIPPING in relation to receipt of certain services and the transactions and the proposed annual caps contemplated thereunder (the “2024 Services Framework Agreement”); and to authorize the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the 2024 Services Framework Agreement.

---

No.	Ordinary Resolutions^{#}	For^{4}	Against^{4}	Abstain^{4}
5.	To approve, ratify and confirm the property lease framework agreement dated 30 October 2024 entered into between the Company and COSCO SHIPPING in relation to supply and receipt of property and land use right leasing services and the transactions and the proposed annual caps contemplated thereunder (the “2024 Lease Framework Agreement”); and to authorize the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the 2024 Lease Framework Agreement.
6.	To approve, ratify and confirm the trademark license agreement dated 30 October 2024 entered into between the Company and COSCO SHIPPING in relation to the non-exclusive license granted by COSCO SHIPPING to the Company and its subsidiaries for using certain trademarks owned by COSCO SHIPPING and the transactions and the annual fees contemplated thereunder (the “2024 Trademark License Agreement”); and to authorize the Directors to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the 2024 Trademark License Agreement.
7.	To consider and approve the appointment of Mr. Wang Shuqing as a non-executive Director and the term of his appointment, details of which are set out in the Circular.
8.	To consider and approve the appointment of Mr. Sun Xiaobin as a shareholder representative Supervisor and the term of his appointment, details of which are set out in the Circular.
9.	To consider and approve (i) the appointment of SHINEWING (HK) CPA Limited as the overseas auditor of the Company for the year ending 31 December 2024 and to hold office until the conclusion of the next annual general meeting of the Company; and (ii) the fees for review and audit (excluding 2024 interim review) payable by the Company to SHINEWING (HK) CPA Limited for the year ending 31 December 2024 of RMB1.9017 million (tax inclusive); and (iii) in the event of a major change in the scope of review and audit in respect of the Company, the authorisation to the Board or any person authorised by the Board to reasonably determine the specific amount of the audit fees of the overseas auditor of the Company for the year ending 31 December 2024.

Date: ____
Signature(s)⁵: ____

Notes:

1. Please insert the number of H shares to which this form of proxy relates, which must not exceed the number of H shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) (in Chinese or in English, as shown in the register of H shares members of the Company (the “Register of Members”)) and registered address(es) in BLOCK LETTERS.

3. If any proxy other than the Chairman of the EGM is preferred, please delete the words “the Chairman of the EGM (as defined below) or” and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote in his stead at the EGM. The proxy need not be a Shareholder. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “√” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE INDICATE WITH A “√” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE INDICATE WITH A “√” IN THE BOX MARKED “ABSTAIN”. The shares abstained will be counted in the calculation of the required majority. Any vote which is not filled wrongly or with unrecognisable writing or not cast 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. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/ her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the Notice of EGM.

5. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing signature or other documents of authorisation, must be notarially certified.

6. Each H Shareholder 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, speak and vote on his/her behalf at the EGM.

7. If a proxy attends the EGM on behalf of you, he/she should produce his/her identity card and the form of proxy signed by you or your legal representative or your duly authorised attorney, and specify the date of its issuance. If you are a legal person and appoint your legal representative to attend the EGM, such legal representative should produce his/her identity card and valid documents evidencing his/her capacity as such legal representative. If you are a legal person and appoint a company representative other than your legal representative to attend the EGM, such representative should produce his/her identity card and an authorisation instrument affixed with your seal and duly signed by your legal representative. Completion and return of this form of proxy will not preclude you from attending in person and voting at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

8. Where there are joint registered holders of any Share, only the person whose name stands first on the Register of Members in respect of such Share may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto.

9. To be valid, for H Shareholders, 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 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 for holding the EGM or any adjournment thereof in order for such documents to be valid.

10. Notes 5 to 7 also apply to A Shareholders, except that the form of proxy or other documents of authority must be delivered to the Office of the Board of Directors of the Company not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

11. For identification purposes only

12. The full text of the resolutions is set out in the Notice of EGM.