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Dida Inc. — AGM Information 2021
May 31, 2021
50671_rns_2021-05-31_4fb9214b-83a9-4b12-831b-653969ad7a50.pdf
AGM Information
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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 announcement, 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 announcement.
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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]
(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1138)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting (the “ AGM ”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Wednesday, 30 June 2021 (or any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming 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 1 June 2021.
ORDINARY RESOLUTIONS
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To consider and approve the 2020 annual report of the Company;
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To consider and approve the 2020 audited financial statements of the Company;
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To consider and approve the shareholders’ return plan (2020-2022) of the Company;
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To consider and approve the proposed distribution of the 2020 final dividend of the Company of RMB20 cents per share (before tax);
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To consider and approve the 2020 report of the Board;
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To consider and approve the 2020 report of the supervisory committee of the Company;
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To consider and approve the remuneration of the Directors and the Supervisors for the year 2021;
The Board recommends the following remuneration for the Directors and Supervisors for the year 2021:
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(1) Non-independent Directors who hold administrative positions or other specific work concurrently in the Company shall receive remuneration corresponding to the position, and those who do not hold administrative positions or other specific work concurrently in the Company shall not receive any remuneration.
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(2) Remuneration of independent Directors shall comprise basic remuneration and meeting allowance as follows:
Basic remuneration: RMB150,000 per year for externally hired Directors who are also the chairman of the Board committees and RMB120,000 per year for other externally hired Directors. The basic remuneration for externally hired Directors who are overseas individuals will be RMB300,000 per year.
Meeting allowance: RMB3,000 for every Board meeting and general meeting and RMB2,000 for every Board committee meeting.
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(3) Non-independent Supervisors who hold administrative positions or other specific work concurrently in the Company shall receive remuneration corresponding to the position, and those who do not hold administrative positions or other specific work concurrently in the Company shall not receive any remuneration.
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(4) The remuneration for any independent Supervisors will be at the same level as independent Directors referred to above.
- To consider and approve (i) 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 2021, respectively, and to hold office until the conclusion of the next annual general meeting for providing the Company with audit reports including the 2021 interim review report, the 2021 annual audit report and the audit report on the internal controls of the Company, as well as rendering specific audit and review services; (ii) the respective fees for review and audit payable by the Company to PricewaterhouseCoopers and SHINEWING Certified Public Accountants for the year ending 31 December 2021 of RMB3.15 million and RMB2.61 million (inclusive of 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, the authorisation to the Board or any person authorised by the Board to reasonably determine the specific amount of the audit fees of the domestic and international auditors of the Company for the year ending 31 December 2021.
SPECIAL RESOLUTION
- To consider and approve the proposed guarantees for (i) China Shipping Development (Hong Kong) Marine Co.; (ii) COSCO SHIPPING Tanker (Singapore) Pte. Ltd.; (iii) Pan Cosmos Shipping & Enterprises Co., Ltd.; and (iv) COSCO SHIPPING Energy Transportation (Hainan) Co., Ltd. (collectively, the “ Guaranteed Wholly-owned Subsidiaries ”) to be provided by the
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Company and among the Guaranteed Wholly-owned Subsidiaries in a total amount not exceeding US$1.4 billion (or its equivalent in other currencies) to guarantee the possible financial obligations of the Guaranteed Wholly-owned Subsidiaries and the proposed authorisation to the chairman of the Board or the general manager of the Company to execute the guarantees, further details of which are set out in the relevant announcement of the Company dated 30 March 2021;
ORDINARY RESOLUTIONS
- To re-elect the members (executive Directors and non-executive Directors) of the tenth term of the Board and their terms of appointment:
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(1) to consider and approve the re-election of Mr. Liu Hanbo as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021;
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(2) to consider and approve the re-election 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 1 June 2021;
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(3) to consider and approve the re-election of Mr. Zhang Qinghai as a non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021;
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(4) to consider and approve the re-election of Mr. Liu Zhusheng as a non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021; and
- To elect (or re-elect, as the case may be) the members (independent non-executive Directors) of the tenth term of the Board and their terms of appointment:
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(1) to consider and approve the re-election of Mr. Teo Siong Seng as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021;
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(2) to consider and approve the re-election of Mr. Victor Huang as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021;
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(3) to consider and approve the re-election of Mr. Li Runsheng as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021;
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(4) to consider and approve the re-election of Mr. Zhao Jinsong as an independent nonexecutive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021; and
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(5) to consider and approve the election of Mr. Wang Zuwen as an independent non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021.
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- To re-elect the members of the tenth term of the Supervisory Committee (other than employee representative Supervisors) and their terms of appointment:
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(1) to consider and approve the re-election of Mr. Weng Yi as a Supervisor and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021; and
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(2) to consider and approve the re-election of Mr. Yang Lei as a Supervisor and the terms of his appointment, details of which are set out in the circular of the Company dated 1 June 2021.
By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary
Shanghai, the PRC 1 June 2021
Notes:
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For the purpose of holding the AGM, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from Wednesday, 23 June 2021, to Wednesday, 30 June 2021 (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 Wednesday, 30 June 2021 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting.
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In order to be entitled to attend and vote at the AGM, 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 Tuesday, 22 June 2021.
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To ascertain the H Shareholders’ entitlement to the proposed final dividend, the Register of Members will be closed from Tuesday, 20 July 2021 to Friday, 23 July 2021 (both days inclusive) during which no transfer of H Shares of the Company will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on Friday, 23 July 2021 will be qualified for the proposed final dividend.
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In order to qualify for the proposed final dividend, the H Shareholders must 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 Monday, 19 July 2021. The proposed final dividend (the payment of which is subject to approval of the Shareholders’ approval at the AGM) is to be payable on or before Friday, 27 August 2021 to the H Shareholders whose names appear on the Register of Members at the close of business on Friday, 23 July 2021.
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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
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Each H Shareholder who has the right to attend and vote at the AGM 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 AGM.
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The form of proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised 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 authorised to sign the same. If the form of proxy is signed by an attorney authorised by the Shareholder, the power of attorney authorising signature or other documents of authorisation 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 AGM 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 AGM. Notes 6 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 appointed for holding the AGM 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:
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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 AGM 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 AGM, 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 AGM, such representative should produce his/her 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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The AGM is estimated to last for an hour. Shareholders who attend the AGM in person or by proxy shall bear their own transportation and accommodation expenses.
As at the date of this announcement, the Board comprises Mr. Liu Hanbo and Mr. Zhu Maijin as executive Directors, Mr. Zhang Qinghai and Mr. Liu Zhusheng as non-executive Directors, Mr. Rui Meng, Mr. Teo Siong Seng, Mr. Victor Huang, Mr. Li Runsheng and Mr. Zhao Jinsong as independent non-executive Directors.
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For identification purposes only.
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