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Dida Inc. — Proxy Solicitation & Information Statement 2024
Dec 9, 2024
50671_rns_2024-12-09_840b362d-5351-4aed-950d-9fb16ae29269.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.

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 EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “Company”) will be held at 10:00 a.m. on Monday, 30 December 2024 (or any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions.
Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 10 December 2024 (the “Circular”).
ORDINARY RESOLUTIONS
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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;
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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;
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For identification purposes only
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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;
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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;
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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;
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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;
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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;
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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; and
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- 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.
By Order of the Board
COSCO SHIPPING Energy Transportation Co., Ltd.
Ren Yongqiang
Chairman
Shanghai, the PRC
10 December 2024
Notes:
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For the purpose of holding the EGM, the register of H Shares members of the Company (the "Register of Members") will be closed from Monday, 23 December 2024 to Monday, 30 December 2024 (both days inclusive), during which no transfer of H Shares of the Company will be registered. H Shareholders whose names appear on the Register of Members at the close of business on Monday, 30 December 2024 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.
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In order to be entitled to attend and vote at the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Hong Kong Registrars Limited, the H share registrar of the Company, not later than 4:30 p.m. on Friday, 20 December 2024.
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The address of Hong Kong Registrars Limited, the share registrar (for share transfer) for the H shares of the Company is as follows:
Shops 1712-1716
17th Floor Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
The details of the Office of the Board of Directors of the Company are as follows:
7th Floor, 670 Dongdaming Road
Hongkou District
Shanghai
People's Republic of China
Postal Code: 200080
Tel: 86 (21) 6596 6666
Fax: 86 (21) 6596 6160
- 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 and vote on his/her behalf at the EGM.
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The form of proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing or, if the Shareholder is a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney authorized by the Shareholder, the power of attorney authorizing signature or other documents of authorization must be notarially certified.
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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.
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Each A Shareholder is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM. Notes 4 to 5 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 appointed for holding the EGM or any adjournment thereof in order for such documents to be valid.
The details of the Office of the Board of Directors of the Company are as follows:
7th Floor, 670 Dongdaming Road
Hongkou District
Shanghai
People's Republic of China
Postal Code: 200080
Tel: 86 (21) 6596 6666
Fax: 86 (21) 6596 6160
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If a proxy attends the EGM on behalf of a shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her attorney, which specifies the date of its issuance. If a legal person Shareholder appoints its 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 a legal person Shareholder appoints a company representative other than its legal representative to attend the EGM, such representative should produce his/her identity card and an authorization instrument affixed with the seal of that Shareholder (which is a legal person) and duly signed by its legal representative.
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The EGM is estimated to last for an hour. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.
As at the date of this notice, the Board comprises Mr. Ren Yongqiang and Mr. Zhu Maijin as executive Directors, Mr. Wang Wei and Ms. Wang Songwen as non-executive Directors, Mr. Victor Huang, Mr. Li Runsheng, Mr. Zhao Jinsong and Mr. Wang Zuwen as independent non-executive Directors.
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