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Dida Inc. — Proxy Solicitation & Information Statement 2025
Mar 24, 2025
50671_rns_2025-03-24_7f6bf9e8-91bf-4cf7-852e-3581e75d2985.pdf
Proxy Solicitation & Information Statement
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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 FRIDAY, 11 APRIL 2025
| 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 Friday, 11 April 2025 (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 25 March 2025 (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 25 March 2025 (the "Circular").
| No. | Ordinary Resolutions# | For⁴ | Against⁴ | Abstain⁴ |
|---|---|---|---|---|
| 1. | To consider and approve the resolution in relation to the satisfaction of the Company of the requirements for the Proposed Issuance of A Shares to Specific Target Subscribers. | |||
| 2. | To approve, confirm and ratify the Shipbuilding Contract for Panamax Crude Oil/Product Oil Tankers dated 14 February 2025 entered into between the Company and COSCO SHIPPING Heavy Industry (Dalian) and the transactions contemplated thereunder; and to authorize the directors of the Company 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 Shipbuilding Contract for Panamax Crude Oil/Product Oil Tankers. | |||
| 3. | To approve, confirm and ratify the Shipbuilding Contracts for Aframax Crude Oil Tankers dated 14 February 2025 entered into between the COSCO SHIPPING Energy Transportation (Hainan) and COSCO SHIPPING Heavy Industry (Yangzhou) and the transactions contemplated thereunder; and to authorize the directors of the Company 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 Shipbuilding Contracts for Aframax Crude Oil Tankers. | |||
| 4. | To approve, confirm and ratify the Shipbuilding Contracts for LR2 Crude Oil/Product Oil Tankers dated 14 February 2025 entered into between the COSCO SHIPPING Energy Transportation (Hainan) and COSCO SHIPPING Heavy Industry (Yangzhou) and the transactions contemplated thereunder; and to authorize the directors of the Company 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 Shipbuilding Contracts for LR2 Crude Oil/Product Oil Tankers. |
| No. | Special Resolutions# | For4 | Against4 | Abstain4 |
|---|---|---|---|---|
| 5. | To consider and approve the resolution in relation to the proposal on the Proposed Issuance of A Shares to Specific Target Subscribers by the Company in 2025, individually: | |||
| 5.1. class and par value of Shares to be issued; | ||||
| 5.2. method and time of issuance; | ||||
| 5.3. target subscribers and method of subscription; | ||||
| 5.4. pricing benchmark date, issue price and pricing principle; | ||||
| 5.5. number of Shares to be issued; | ||||
| 5.6. lock-up period; | ||||
| 5.7. the amount and use of proceeds; | ||||
| 5.8. place of listing; | ||||
| 5.9. arrangement relating to the accumulated profit prior to the issuance; | ||||
| 5.10. validity period of the resolution prior to the issuance. | ||||
| 6. | To consider and approve the resolution in relation to the preliminary proposal of the Proposed Issuance of A Shares to Specific Target Subscribers by the Company in 2025. | |||
| 7. | To consider and approve the resolution in relation to the discussion and analysis report on the proposal of the Issuance of A Shares to Specific Investor by the Company in 2025. | |||
| 8. | To consider and approve the resolution in relation to the feasibility analysis report on the use of proceeds from the Proposed Issuance of A Shares to Specific Target Subscribers by the Company in 2025. | |||
| 9. | To consider and approve the resolution in relation to the report on use of proceeds from previous fund-raising activities of the Company. | |||
| 10. | To consider and approve the resolution in relation to the related (connected) transaction concerning the entering into of the conditional share subscription agreement(s) with COSCO SHIPPING by the Company. | |||
| 11. | Proposal to submit to the Shareholders' Meeting for approval of COSCO SHIPPING's exemption from acquiring additional shares of the Company by way of tender offer. | |||
| 12. | To consider and approve the future plan for return to the Shareholders for the coming three years (2025-2027) of the Company. | |||
| 13. | To consider and approve the resolution in relation to the dilution of the Company's current return by the Proposed Issuance of A Shares to Specific Target Subscribers in 2025 and the remedial measures. | |||
| 14. | To consider and approve the resolution in relation to the undertakings to be made by the relevant entities in respect of the measures on the dilution of the Company's current return by the Proposed Issuance of A Shares to Specific Target Subscribers. | |||
| 15. | To consider and approve the Specific Mandate related to the Proposed Issuance of A Shares to Specific Target Subscribers. | |||
| 16. | To consider and approve the resolution in relation to the authorization by the general meeting to the Board and its authorized person(s) to proceed with relevant matters in respect of the issuance of Shares to specific target subscribers by the Company in their sole discretion. |
Date:
Signature(s)5:
Notes:
- 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).
- 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.
- 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.
- 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 or 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.
- 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.
- 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.
- 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.
- 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.
- 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 17805; 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.
- 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.
For identification purposes only
The full text of the resolutions is set out in the Notice of EGM.